exhibit 4(r)




Exhibit
4(r)

 

TXU
Corp.

 

 

OFFICER’S
CERTIFICATE

 

Anthony
Horton, the Senior Vice President and Treasurer of TXU Corp., a Texas
corporation (the “Company”), pursuant to the authority granted in the Board
Resolutions of the Company dated November 19, 2004 and Sections 102, 201, 301
and 1501 of the Indenture defined herein, does hereby certify to The Bank of New
York, as Trustee (the “Trustee”) under the Indenture of the Company (For
Unsecured Debt Securities Series Q) dated as of November 1, 2004 (the
“Indenture”) that:

 


	1.  	
      The
      Securities of the first series to be issued under the Indenture shall be
      initially issued in a series designated “6.50% Series Q Senior Notes due
      November 15, 2024” (the “Notes”). The Notes shall be in substantially the
      form set forth in Exhibit A hereto. All capitalized terms used in this
      certificate which are not defined herein shall have the meanings set forth
      in Exhibit A hereto; all capitalized terms used in this certificate which
      are not defined herein or in Exhibit A hereto shall have the meanings set
      forth in the Indenture;




 


	2.  	
      The
      Notes shall mature and the principal shall be due and payable together
      with all accrued and unpaid interest thereon on November 15, 2024.
      




 


	3.  	
      The
      Notes need not be issued at the same time, and this first series of Notes
      may be reopened for issuances of additional Notes by the Company from time
      to time, without the consent of the existing holders of the Notes. Such
      additional Notes shall have the same terms and conditions as the Notes,
      except for the issue date, issue price and, if applicable, the initial
      interest payment on such Notes. Additional Notes issued in this manner
      will be consolidated with, and will form a single series with, the
      Notes.




 


	4.  	
      The
      Notes shall bear interest as provided in the form thereof set forth in
      Exhibit A hereto. For the purposes of Section 310 of the Indenture, a
      period from and including the 15th of
      one month to but not including the 15th of
      the next month will be considered a full
month;




 


	5.  	
      Each
      installment of interest on a Note shall be payable as provided in the
      applicable form thereof set forth in Exhibit
A.




 


	6.  	
      The
      principal of, and premium, if any, and each installment of interest on the
      Notes shall be payable and registration of transfers and exchanges in
      respect of the Notes may be effected, at the office or agency of the
      Company in The City of New York; provided that payment of interest may be
      made at the option of the Company by check mailed to the address of the
      persons entitled thereto or by wire transfer to an account designated by
      the person entitled thereto; and provided further that so long as the
      Notes are registered in the name of The Depository Trust Company (“DTC”),
      or its nominee as discussed below, all payments of principal and interest
      in respect of the Notes will be made in immediately available funds.
      Notices and demands to or upon the Company in respect of the Notes and the
      Indenture may be served at the office or agency of the Company in The City
      of New York. The Corporate Trust Office of the Trustee will initially be
      the agency of the Company for such payment, registration and registration
      of transfers and exchanges and service of notices and demands and the
      Company hereby appoints the Trustee as its agent for all such purposes;
      and the Trustee will initially be the Security Registrar and the Paying
      Agent for the Notes; provided, however, that the Company reserves the
      right to change, by one or more Officer’s Certificates, any such office or
      agency and such agent;




 




















 


	7.  	
      The
      Notes will be redeemable at the option of the Company prior to the Stated
      Maturity of the principal thereof as provided in the form thereof set
      forth in Exhibit A hereto;




 


	8.  	
      The
      Notes shall be initially issued in global form registered in the name of
      Cede & Co., as nominee for The Depository Trust Company (“DTC”);
      provided, that the Company reserves the right to provide for another
      depositary, registered as a clearing agency under the Exchange Act, to act
      as depositary for the global Notes (DTC and any such successor depositary,
      the “Depositary”); beneficial interests in Notes issued in global form may
      not be exchanged in whole or in part for individual certificated Notes in
      definitive form, and no transfer of a global Note in whole or in part may
      be registered in the name of any Person other than the Depositary or its
      nominee except that if the Depositary (A) has notified the Company that it
      is unwilling or unable to continue as depositary for the global Notes or
      (B) has ceased to be a clearing agency registered under the Exchange Act
      and, in either case, a successor depositary for such global Notes has not
      been appointed, the Company will execute, and the Trustee, upon receipt of
      a Company Order for the authentication and delivery of definitive Notes,
      will authenticate and deliver Notes in definitive certificated form in an
      aggregate principal amount equal to the principal amount of the global
      Notes representing such Notes in exchange for such global Notes, such
      definitive Notes to be registered in the names provided by the Depositary;
      each global Note (i) shall represent and shall be denominated in an amount
      equal to the aggregate principal amount of the outstanding Notes to be
      represented by such global Note (ii) shall be registered in the name of
      the Depositary or its nominee, (iii) shall be delivered by the Trustee to
      the Depositary, its nominee, any custodian for the Depositary or otherwise
      pursuant to the Depositary’s instruction and (iv) shall bear a legend
      restricting the transfer of such global Note to any person other than the
      Depositary or its nominee; none of the Company, the Trustee, any Paying
      Agent or any Authenticating Agent will have any responsibility or
      liability for any aspect of the records relating to, or payments made on
      account of, beneficial ownership interests in a global Note or for
      maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests; the Notes in global form will contain
      restrictions on transfer, substantially as described in the form set forth
      in Exhibit A. DTC or such nominee shall be the Holder of such global
      securities for all purposes under the Indenture and the Notes, and
      beneficial owners with respect to such global security shall hold their
      interests pursuant to applicable procedures of Depositary. The Company,
      the Trustee and the Securities Registrar shall be entitled to deal with
      Depositary for all purposes of the Indenture relating to such global
      security (including the payment of principal, premium, if any, and
      interest, if any, and the giving of instructions or directions by or to
      the beneficial owners of such global security) as the sole Holder of such
      global security and shall have no obligations to the beneficial owners
      thereof.




 


	9.  	
      The
      Notes will be initially issued pursuant to Section 4(2) of the Securities
      Act of 1933, as amended (the “Securities Act”). Each Note, whether in a
      global form or in a certificated form, shall bear the non-registration
      legend and the registration rights legend in substantially the form set
      forth in such form, unless otherwise agreed by the Company, such agreement
      to be confirmed in writing to the Trustee. Nothing in the Indenture, the
      Notes or this certificate shall be construed to require the Company to
      register any Notes under the Securities Act, unless otherwise expressly
      agreed by the Company, confirmed in writing to the Trustee, or to make any
      transfer of such Notes in violation of applicable law. The Company will
      enter into a registration rights agreement with the initial purchasers of
      the Notes pursuant to which, among other things, the Notes may be
      exchanged for notes registered under the Securities Act (the “Exchange
      Notes”). The Exchange Notes shall be in substantially the form of Exhibit
      A, but without the non-registration legend, the registration rights
      legend, the provisions restricting transfers and resales of the Notes and
      the Certificate of Transfer. The Trustee, at the request of the Company,
      shall authenticate and deliver the Exchange Notes in exchange for an equal
      principal amount of Notes of such series.




 







2












 


	10.  	
      It
      is contemplated that beneficial interests in Notes owned by qualified
      institutional buyers (as defined in Rule 144A under the Securities Act)
      (“QIBs”) or sold to QIBs in reliance upon Rule 144A under the Securities
      Act will be represented by one or more separate certificates in global
      form registered in the name of Cede & Co., as registered owner and as
      nominee for DTC; beneficial interests in Notes sold to foreign purchasers
      pursuant to Regulation S under the Securities Act will be evidenced by one
      or more separate certificates in global form (each a “Regulation S Global
      Certificate”) and will be registered in the name of Cede & Co., as
      registered owner and as nominee for DTC for the accounts of Euroclear and
      Clearstream Banking; prior to the 40th day after the date of initial
      issuance of the Notes, beneficial interests in a Regulation S Global
      Certificate may be held only through Euroclear or Clearstream Banking,
      other than beneficial interests sold in accordance with Rule
      144A.




 

In
connection with any transfer of Notes, the Trustee, the Security Registrar and
the Company shall be under no duty to inquire into, may conclusively presume the
correctness of, and shall be fully protected in relying upon the certificates
and other information (in the forms attached hereto as Exhibit A, for use in
connection with the transfer of the Notes in certificated form, or Exhibit B,
for use in connection with the transfer of beneficial interests in one
certificate in global form to another certificate or to a Note in certificated
form, or otherwise) received from the Holders and any transferees of any Notes
regarding the validity, legality and due authorization of any such transfer, the
eligibility of the transferee to receive such Note and any other facts and
circumstances related to such transfer. None of the Company, the Trustee or the
Securities Registrar shall have any liability for any acts or omissions of the
Depositary, for any Depositary records of beneficial interests, for any
transactions between the Depositary or any participant member of the Depositary
and/or beneficial owners, for any transfers of beneficial interests in the
Notes, or in respect of any transfers effected by the Depositary or by any
participant member of the Depositary or any beneficial owner of any interest in
any Notes held through any such participant member of the
Depositary.

 


	11.  	
      The
      Trustee, the Security Registrar and the Company will have no
      responsibility under the Indenture for transfers of beneficial interests
      in the Notes, for any depository records of beneficial interests or for
      any transactions between the depository and beneficial
    owners;




 


	12.  	
      No
      service charge shall be made for the registration of transfer or exchange
      of the Notes; provided, however, that the Company may require payment of a
      sum sufficient to cover any tax or other governmental charge that may be
      imposed in connection with the exchange or
transfer;




 


	13.  	
      If
      the Company shall make any deposit of money and/or Eligible Obligations
      with respect to any Notes, or any portion of the principal amount thereof,
      as contemplated by Section 701 of the Indenture, the Company shall not
      deliver an Officer’s Certificate described in clause (z) in the first
      paragraph of said Section 701 unless the Company shall also deliver to the
      Trustee, together with such Officer’s Certificate,
  either:




 

(A)  an
instrument wherein the Company, notwithstanding the satisfaction and discharge
of its indebtedness in respect of the Notes, shall assume the obligation (which
shall be absolute and unconditional) to irrevocably deposit with the Trustee or
Paying Agent such additional sums of money, if any, or additional Eligible
Obligations (meeting the requirements of Section 701), if any, or any
combination thereof, at such time or times, as shall be necessary, together with
the money and/or Eligible Obligations theretofore so deposited, to pay when due
the principal of and premium, if any, and interest due and to become due on such
Notes or portions thereof, all in accordance with and subject to the provisions
of said Section 701; provided, however, that such instrument may state that the
obligation of the Company to make additional deposits as aforesaid shall be
subject to the delivery to the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent public accountant of
nationally recognized standing, selected by the Trustee, showing the calculation
thereof; or

 







3












(B)  an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this certificate, the Holders of such Notes, or portions of
the principal amount thereof, will not recognize income, gain or loss for United
States federal income tax purposes as a result of the satisfaction and discharge
of the Company’s indebtedness in respect thereof and will be subject to United
States federal income tax on the same amounts, at the same times and in the same
manner as if such satisfaction and discharge had not been effected.

 


	14.  	
      The
      obligations of the Company under the Notes and under the Indenture to the
      extent related to such series will be subject to assignment by the Company
      to and assumption by a wholly owned Subsidiary of the Company at any time,
      as provided in the form of Notes set forth in Exhibit A hereto,
      provided, however, that the Company shall not make any such assignment
      unless the Company shall deliver to the Trustee an Opinion of Counsel to
      the effect that the Holders of such Notes, or portions of the principal
      amount thereof, will not recognize income, gain or loss for United States
      federal income tax purposes as a result of such assignment and
      assumption;




 

In the
event that such Subsidiary assumes the obligations under the Notes, the Company
will issue an unconditional guarantee of the Notes which guarantee shall be in
form and substance satisfactory to the Trustee. Pursuant to the guarantee, the
Company will remain fully and unconditionally liable for the payment obligations
of such assuming Subsidiary under the Notes and under the Indenture, including,
without limitation, payment, as and when due, of the principal of, premium, if
any, and interest on, the Notes. Other than the obligation to make payments of
the principal of, premium, if any, and interest on, the Notes and payments to
the Trustee under Section 907 of the Indenture, the Company will be released and
discharged from all of its other obligations under the Indenture. The foregoing
assignment and assumption shall be in compliance with applicable law, including
the Securities Act.

 

If the
Company assigns its obligations under the Indenture to a Subsidiary, the
guarantee will provide that if there is an Event of Default and the Holders are
prevented by applicable law from exercising their rights to accelerate the
maturity of the Notes, to collect interest on the Notes, or to enforce any other
right or remedy with respect to the Notes, the Company will pay, upon demand,
the amount that would otherwise have been due and payable had the exercise of
such rights and remedies been permissible.

 

If the
Company assigns its obligations under the Indenture to a Subsidiary that is
organized in a foreign jurisdiction, it will also agree that all payments made
by the Company pursuant to the Notes or its guarantee on the Notes will be made
without withholding or deduction for any foreign taxes or other foreign
governmental charges imposed with respect to payments on the Notes, unless such
withholding or deduction is required by law. If any such withholding or
deduction is made, the Company shall pay to each Holder of Notes the amount that
would otherwise have been due to that Holder in the absence of such withholding
or deduction, after any additional taxes or other charges payable in respect of
such Company payment (“Additional Amounts”), except that no such Additional
Amounts shall be payable:

 







4












(A)  to or for
a Holder who is liable for those foreign taxes or charges because of the
Holder’s connection with the relevant jurisdiction, whether as a citizen, a
resident or a national of the jurisdiction or because the Holder carries on a
business or maintains a permanent establishment there or is physically present
there;

 

(B)  to or for
a Holder who presents a Note required to be presented for payment more than 30
days after the date on which payment first becomes due, unless that Holder would
have been entitled to such Additional Amounts by presenting such security during
the 30 day period;

 

(C)  to or for
a Holder who presents a Note, where presentation is required, at any place other
than in The City of New York, unless the Company does not provide a place for
presentation within The City of New York; or

 

(D)  to or for
a Holder who is liable for the tax or charge because the Holder failed to take
appropriate and available steps to declare non-residence or request exemption
from the relevant tax authority.

 

No
Additional Amounts will be payable with respect to any Notes if the beneficial
owner would not have been entitled to such payment if that beneficial owner had
been a Holder;

 


	15.  	
      The
      Notes shall have such other terms and provisions as are provided in the
      form thereof set forth in Exhibit A hereto, and shall be issued in
      substantially such form;




 


	16.  	
      The
      undersigned has read all of the covenants and conditions contained in the
      Indenture, and the definitions in the Indenture relating thereto, relating
      to the issuance, authentication and delivery of the Notes and in respect
      of compliance with which this certificate is
made;




 


	17.  	
      The
      statements contained in this certificate are based upon the familiarity of
      the undersigned with the Indenture, the documents accompanying this
      certificate, and upon discussions by the undersigned with officers and
      employees of the Company familiar with the matters set forth
      herein;




 


	18.  	
      In
      the opinion of the undersigned, he has made such examination or
      investigation as is necessary to enable him to express an informed opinion
      as to whether or not such covenants and conditions have been complied
      with; and




 


	19.  	
      In
      the opinion of the undersigned, such conditions and covenants and
      conditions precedent provided for in the Indenture (including any
      covenants compliance with which constitutes a condition precedent)
      relating to the authentication and delivery of the Notes requested in the
      accompanying Company Order 1-D-1, have been complied
  with.




 







5
















IN
WITNESS WHEREOF, I have executed this Officer’s Certificate this 26th day of
November, 2004.

 




 



__________________________________

Name:
Anthony Horton

Title:
Senior Vice President and Treasurer 















6














EXHIBIT
A

 

[FORM OF
FACE OF SERIES Q SENIOR NOTE] 

 

[depository
legend]

 

Unless
this Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

 

 

[non-registration
legend]

 

“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY AGREES
FOR THE BENEFIT OF TXU CORP. (THE “COMPANY”) THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A) (1) TO THE COMPANY, (2)
IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY
THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),
(5) IN ACCORDANCE WITH ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF, OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (K)(2) OF RULE 902
UNDER, REGULATION S UNDER THE SECURITIES ACT.”

 







A-1












 

[registration
rights legend]

 

The
Holder of this Security, by acceptance hereof, will be deemed to have agreed to
be bound by the provisions of the Registration Rights Agreement dated November
26, 2004, among the Company and the initial purchasers of this
Security.

 

 




	
      No.
      R-

       
	
      Cusip
      No.__________

       








 

 

TXU
CORP.

 

6.50
% SERIES Q SENIOR NOTES DUE NOVEMBER 15, 2024

 

TXU
CORP., a corporation duly organized and existing under the laws of the State of
Texas (herein referred to as the “Company”, which term includes any successor
Person under the Indenture), for value received, hereby promises to pay
to

 

or
registered assigns, the principal sum of ____________________ Dollars on
November 15, 2024, and to pay interest on said principal sum semi-annually on
May 15 and November 15 of each year commencing May 15, 2005 (each an Interest
Payment Date) at the rate of 6.50% per annum, until the principal hereof is paid
or made available for payment. Interest on the Securities of this series will
accrue from November 26, 2004, to the first Interest Payment Date, and
thereafter will accrue from the last Interest Payment Date to which interest has
been paid or duly provided for. In the event that any Interest Payment Date is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of such delay) with the same force and effect as if
made on the Interest Payment Date. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the Business Day next preceding
such Interest Payment Date, so long as the Securities of this series remain in
book-entry form, otherwise the 15th calendar day next preceding such Interest
Payment Date, provided, however, that interest payable at Maturity will be paid
to the Person to whom principal is paid. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture referred to on the reverse
hereof.

 







A-2












Payment
of the principal of and interest on this Security will be made upon presentation
at the office or agency of the Company maintained for that purpose in The City
of New York, the State of New York in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts, provided, however, that, at the option of the Company, interest
on this Security may be paid by check mailed to the address of the person
entitled thereto, as such address shall appear on the Security Register or by
wire transfer to an account designated by the person entitled thereto; and
provided further, that so long as the Securities of this series are registered
in the name of The Depository Trust Company or a nominee thereof, all payments
of principal and interest in respect of the Securities of this series will be
made in immediately available funds.

 

Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place. Any capitalized term which is used herein
and not otherwise defined shall have the meaning ascribed to such term in the
Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

 







A-3













 

IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

 

TXU
Corp.

 

By:_______________________________________

 

[FORM
OF CERTIFICATE OF AUTHENTICATION]

 

CERTIFICATE
OF AUTHENTICATION

 

This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

 

Dated:

 

THE BANK
OF NEW YORK, as Trustee

 

By:_______________________________________

Authorized
Signatory













A-4














[FORM
OF REVERSE OF SERIES Q SENIOR NOTE]

 

This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture (For Unsecured Debt Securities Series Q), dated as of November 1, 2004
(herein, together with any amendments thereto, called the “Indenture”, which
term shall have the meaning assigned to it in such instrument), between the
Company and The Bank of New York, as Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture, including the Board Resolutions and Officer’s
Certificate filed with the Trustee on November 26, 2004 creating the series
designated on the face hereof, for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

 

Redemption

 

The
Securities of this series will be redeemable at the option of the Company prior
to the Stated Maturity (each a “Redemption Date”), in whole or in part, at any
time. The Company will give notice of its intent to redeem such Securities of
this series at least 30 days but no more than 60 days prior to the Redemption
Date. If the Company redeems all or any part of the Securities of this series,
it will pay a Redemption Price (the “Redemption Price”) equal to the greater of


 

(1) 100%
of the principal amount of the Securities of this series being redeemed, and


 

(2) the
sum of the present values of the remaining scheduled payments of principal and
interest (excluding any portion of any such interest accrued to the Redemption
Date) on the Securities of this series being redeemed, discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 35 basis points,

 

plus, in
each case, accrued interest on those Securities of this series to the Redemption
Date.

 

“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.

 

“Comparable
Treasury Issue” means the U.S. Treasury security selected by the Reference
Treasury Dealer as having a maturity comparable to the remaining term of the
Securities of this series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
terms of the Securities of this series to be redeemed. 

 

“Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third Business Day
preceding such Redemption Date, as set forth in the H. 15 Daily Update of the
Federal Reserve Bank or (ii) if such release (or any successor release) is
not published or does not contain prices on such Business Day, the Reference
Treasury Dealer Quotations actually obtained by the Trustee for such Redemption
Date.

 







A-5












 

“H.15(519)”
means the weekly statistical release entitled “H.15 (519) Selected Interest
Rates”, or any successor publication, published by the Board of Governors of the
Federal Reserve System.

 

“H.15
Daily Update” means the daily update of H.15(519) available through the
worldwide website of the Board of Governors of the Federal Reserve System or any
successor site or publication.

 

“Reference
Treasury Dealer” means Citigroup Global Markets Inc., and its successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer.

 

“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day
preceding such Redemption Date.

 

The
Company shall deliver to the Trustee before any Redemption Date for the
Securities of this series its calculation of the Redemption Price applicable to
such redemption. Except with respect to the obligations of the Trustee expressly
set forth in the foregoing definitions of “Comparable Treasury Issue” and
“Comparable Treasury Price,” the Trustee shall be under no duty to inquire into,
may presume the correctness of, and shall be fully protected in acting upon the
Company’s calculation of any Redemption Price of the Securities of this
series.

 

In lieu
of stating the Redemption Price, notices of redemption of the Securities of this
series shall state substantially the following: “The Redemption Price of the
Senior Notes to be redeemed shall equal the sum of (a) the greater of
(i) 100% of the principal amount of such Senior Notes, and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest (excluding any portion of any such interest accrued to the Redemption
Date) on the Securities of this series being redeemed, discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 35 basis points, plus accrued
interest on the principal amount hereof to the Redemption Date.”

 

If at the
time notice of redemption is given, the redemption moneys are not on deposit
with the Trustee, then the redemption shall be subject to their receipt on or
before the Redemption Date and such notice shall be of no effect unless such
moneys are received.

 

Upon
payment of the Redemption Price, on and after the Redemption Date interest will
cease to accrue on the Securities of this series or portions thereof called for
redemption.

 

The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture including the Officer’s Certificate described
above.

 

If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

 







A-6












 

The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected. The Indenture contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Securities of all series then Outstanding to waive compliance by the Company
with certain provisions of the Indenture. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

 

As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of a majority in aggregate principal amount of the
Securities of all series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in aggregate principal amount of
Securities of all series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

 

No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

 

The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and in integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor and of authorized denominations, as requested
by the Holder surrendering the same.

 

No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

 

The
Company shall not be required to execute and the Security Registrar shall not be
required to register the transfer of or exchange of (a) Securities of this
series during a period of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series called for
redemption or (b) any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part. The
Company shall not be required to make transfers or exchanges of the Securities
of this series for a period of 15 days next preceding an Interest Payment
Date.

 







A-7












 

The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the absolute owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

 

Each
Holder shall be deemed to understand that the offer and sale of the Securities
of this series have not been registered under the Securities Act and that the
Securities of this series may not be offered or sold except as permitted in the
following sentence. Each Holder shall be deemed to agree, on its own behalf and
on behalf of any accounts for which it is acting as hereinafter stated, that if
such Holder sells any Securities of this series, such Holder will do so only (A)
to the Company, (B) to a person whom it reasonably believes is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, (C) in an offshore transaction in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act,
(D) pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available), (E) in accordance with another applicable
exemption from the registration requirements of the Securities Act (and based
upon an Opinion of Counsel acceptable to the Company) or (F) pursuant to an
effective registration statement under the Securities Act, and each Holder is
further deemed to agree to provide to any person purchasing any of the
Securities of this series from it a notice advising such purchaser that resales
of the Securities of this series are restricted as stated herein.

 

Each
Holder shall be deemed to understand that, on any proposed resale of any
Securities of this series pursuant to the exemption from registration under Rule
144 under the Securities Act, any Holder making any such proposed resale will be
required to furnish to the Trustee and Company such certifications, legal
opinions and other information as the Trustee and Company may reasonably require
to confirm that the proposed sale complies with the foregoing
restrictions.

 

Unless an
Event of Default, or an event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing, the
obligations of the Company under the Securities of this series and the Indenture
to the extent related to such series may be assigned by the Company to, and be
assumed in whole, on a full recourse basis, by a wholly owned Subsidiary of the
Company at any time; provided,
however, that
such assumption shall be subject to, and permitted only upon the fulfillment and
satisfaction of, the following terms and conditions: (a) an assumption
agreement and a supplemental indenture to the Indenture evidencing such
assumption shall be in substance and form reasonably satisfactory to the Trustee
and shall, inter alia, include
modifications and amendments to the Indenture making the obligations under the
Securities of this series and under the Indenture to the extent related to such
series primary obligations of such Subsidiary, substituting such Subsidiary of
the Company for the Company in the form of the Securities of this series and in
provisions of the Indenture to the extent related to this series and releasing
and discharging the Company from its obligations under the Securities of this
series and the Indenture to the extent related to this series; and (b) the
Trustee shall have received (i) an executed counterpart of such assumption
agreement and supplemental indenture; (ii) evidence satisfactory to the
Trustee and the Company that all necessary authorizations, consents, orders,
approvals, waivers, filings and declarations of or with, Federal, state, county,
municipal, regional or other governmental authorities, agencies or boards
(collectively, “Governmental Actions”) relating to such assumption have been
duly obtained and are in full force and effect, (iii) evidence satisfactory
to the Trustee that any security interest intended to be created by the
Indenture is not in any material way adversely affected or impaired by any of
the agreements or transactions relating to such assumption, (iv) an Opinion
of Counsel to the effect that the Holders of the Securities of this series, or
portions of the principal amount thereof, will not recognize income, gain or
loss for United States federal income tax purposes as a result of such
assignment and assumption and (v) an Opinion of Counsel for such
Subsidiary, reasonably satisfactory in substance, scope and form to the Trustee
and the Company, to the effect that (A) the supplemental indenture
evidencing such assumption has been duly authorized, executed and delivered by
such Subsidiary, (B) the execution and delivery by such Subsidiary of such
supplemental indenture and the consummation of the transactions contemplated
thereby do not contravene any provision of law or any governmental rule
applicable to such Subsidiary or any provision of such Subsidiary’s charter
documents or by-laws and do not contravene any provision of, or constitute a
default under, or result in the creation or imposition of any lien upon any of
such Subsidiary’s properties or assets under any indenture, mortgage, contract
or other agreement to which such Subsidiary is a party or by which such
Subsidiary or any of its properties may be bound or affected, (C) all
necessary Governmental Actions relating to such assumption have been duly
obtained and are in full force and effect and (D) such agreement and
supplemental indenture constitute the legal, valid and binding obligations of
such Subsidiary, enforceable in accordance with their respective terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws at the time in effect affecting
the rights of creditors generally.

 







A-8












 

At the
time of such assumption the Company will issue an unconditional guarantee of the
Securities of this series which guarantee shall be in form and substance
satisfactory to the Trustee. Pursuant to the guarantee, the Company will remain
fully and unconditionally liable for the payment of the obligations of such
assuming Subsidiary under the Securities of this series and under the Indenture,
including, without limitation, payment, as and when due, of the principal of,
premium, if any, and interest on, the Securities of this series. Other than the
obligation to make payments of the principal of, premium, if any, and interest
on the Securities of this series and payments to the Trustee under Section 907
of the Indenture, the Company shall be released and discharged from all other
obligations under the Indenture.

 

All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture and in the Officer’s Certificate establishing
the terms of the Securities of this series.

 







A-9













[TO BE
ATTACHED TO GLOBAL NOTES]

 

SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE

 

The
following increases or decreases in this Global Note have been
made:

 


	
      Date
      of Exchange

       
	
      Amount
      of decrease in Principal Amount of this Global Note

       
	
      Amount
      of increase in Principal Amount of this Global Note

       
	
      Principal
      Amount of this Global Note following such decrease or
increase

       
	
      Signature
      of authorized signatory of Corporate Trustee or Securities
      Custodian

       

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 

 







A-10













[CERTIFICATE
OF TRANSFER]

 

 

6.50%
SERIES Q SENIOR NOTE DUE NOVEMBER 15, 2024

 




 

FOR VALUE
RECEIVED, the undersigned sells, assigns and transfers unto

 

PLEASE
INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING
NUMBER OF ASSIGNEE

 

Name and
address of assignee must be printed or typewritten.

 

the
within Security of the Company and does hereby irrevocably constitute and
appoint                                                              

 

to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.

 

The
undersigned certifies that said Security is being resold, pledged or otherwise
transferred as follows: (check one)

 


	
      o
	
      to
      the Company;




 


	
      o
	
      to
      a Person whom the undersigned reasonably believes is a qualified
      institutional buyer within the meaning of Rule 144A under the Securities
      Act of 1933, as amended (the “Securities Act”) purchasing for its own
      account or for the account of a qualified institutional buyer to whom
      notice is given that the resale, pledge or other transfer is being made in
      reliance on Rule 144A;




 


	
      o
	
      in
      an offshore transaction in accordance with Rule 903 or Rule 904 of
      Regulation S under the Securities Act;




 


	
      o
	
      as
      otherwise permitted by the non-registration legend appearing on this
      Security; or




 


	
      o
	
      as
      otherwise agreed by the Company, confirmed in writing to the Trustee, as
      follows: [describe]




 

Dated:

 











A-11
















EXHIBIT
B

 

 

[CERTIFICATE
OF TRANSFER]

 

 

TXU
CORP.

 

 

6.50%
SERIES Q SENIOR NOTE DUE NOVEMBER 15, 2024

 




 

FOR VALUE
RECEIVED, the undersigned sells, assigns and transfers unto

 

PLEASE
INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING
NUMBER OF ASSIGNEE

 

Name and
address of assignee must be printed or typewritten.

 

$___________________________________________________________________________________________________

principal
amount of beneficial interest in the referenced Security of the Company and does
hereby irrevocably constitute and appoint

 

to
transfer the said beneficial interest in such Security, with full power of
substitution in the premises.

 

The
undersigned certifies that said beneficial interest in said Security is being
resold, pledged or otherwise transferred as follows: (check one)

 


	
      o
	
      to
      the Company;




 


	
      o
	
      to
      a Person whom the undersigned reasonably believes is a qualified
      institutional buyer within the meaning of Rule 144A under the Securities
      Act of 1933, as amended (the “Securities Act”) purchasing for its own
      account or for the account of a qualified institutional buyer to whom
      notice is given that the resale, pledge or other transfer is being made in
      reliance on Rule 144A;




 


	
      o
	
      in
      an offshore transaction in accordance with Rule 903 or Rule 904 of
      Regulation S under the Securities Act;




 


	
      o
	
      as
      otherwise permitted by the non-registration legend appearing on this
      Security; or




 


	
      o
	
      as
      otherwise agreed by the Company, confirmed in writing to the Trustee, as
      follows: [describe]




 







Dated:

 

All terms
used in this certificate which are defined in the Indenture pursuant to which
said Security was issued shall have the meanings assigned to them in the
Indenture.

 









A-12