**Exhibit
        3(a)**
 
 
 
 
 
 
 THIRD
        AMENDED AND RESTATED
 LIMITED
        LIABILITY COMPANY AGREEMENT
 
 OF
 TXU
        ENERGY COMPANY LLC
 
 
 
 
 
 
 
 
 
 
 
 
 
 Dated
        as
        of September 29, 2006
 
 
  **Table
          of Contents**
 
 **Page****ARTICLES
                    I DEFINITIONS**
                **2****SECTION
                    1.01. Definitions**
                **2****SECTION
                    1.02. Other Definitional Provisions**
                **7****ARTICLE
                    II ORGANIZATION OF THE COMPANY**
                **8****SECTION
                    2.01. FORMATION**
                **8****SECTION
                    2.02. NAME**
                **8****SECTION
                    2.03. REGISTERED AGENT; OFFICES**
                **9****SECTION
                    2.04. TERM**
                **9****SECTION
                    2.05. PURPOSES AND POWERS**
                **9****SECTION
                    2.06. LIABILITY TO THIRD PARTIES; NO PERSONAL
                    LIABILITY**
                **9****SECTION
                    2.07. LIMITED LIABILITY AND SEPARATENESS**
                **10****ARTICLE
                    III MANAGEMENT OF THE COMPANY**
                **10****SECTION
                    3.01. MANAGEMENT**
                **10****SECTION
                    3.02. BOARD OF MANAGERS**
                **10****SECTION
                    3.03. NUMBER AND QUALIFICATIONS**
                **10****SECTION
                    3.04. LENGTH OF SERVICE**
                **10****SECTION
                    3.05. RESIGNATION**
                **10****SECTION
                    3.06. MEETINGS OF BOARD OF MANAGERS**
                **10****SECTION
                    3.07. QUORUM; MAJORITY VOTE**
                **11****SECTION
                    3.08. METHODS OF VOTING**
                **11****SECTION
                    3.09. ACTIONS WITHOUT A MEETING**
                **11****SECTION
                    3.10. BOARD OF MANAGERS’ POWERS**
                **11****SECTION
                    3.11. DUTIES AND OBLIGATIONS OF THE BOARD OF
                    MANAGERS**
                **11****SECTION
                    3.12. OFFICERS**
                **12****SECTION
                    3.13. ELECTION, REMOVAL AND RESIGNATION OF
                    OFFICERS**
                **13****SECTION
                    3.14. DUTY**
                **13****ARTICLE
                    IV MEMBERS; VOTING RIGHTS**
                **13****SECTION
                    4.01. MEETINGS OF MEMBERS**
                **13****SECTION
                    4.02. VOTING RIGHTS**
                **14****SECTION
                    4.03. REGISTERED MEMBERS**
                **14****SECTION
                    4.04. WITHDRAWAL; RESIGNATION**
                **14****SECTION
                    4.05. DEATH OR DISSOLUTION OF A MEMBER**
                **14****SECTION
                    4.06. AUTHORITY**
                **15****ARTICLE
                    V MEMBERSHIP INTERESTS; MEMBERSHIP**
                **15****SECTION
                    5.01. MEMBERSHIP INTERESTS**
                **15****SECTION
                    5.02. NEW MEMBERS**
                **15**
 
  i
  
 **Page****ARTICLE
                    VI CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS;
                    REDEMPTIONS**
                **15****SECTION
                    6.01. CAPITAL CONTRIBUTIONS**
                **15****SECTION
                    6.02. CAPITAL ACCOUNTS**
                **16****SECTION
                    6.03. NO WITHDRAWAL**
                **16****SECTION
                    6.04. LOANS FROM MEMBERS**
                **16****SECTION
                    6.05. STATUS OF CAPITAL CONTRIBUTIONS**
                **16****ARTICLE
                    VII DISTRIBUTIONS**
                **16****SECTION
                    7.01. PRIORITY OF DISTRIBUTIONS**
                **16****SECTION
                    7.02. LIMITATIONS ON DISTRIBUTIONS**
                **17****ARTICLE
                    VIII ALLOCATIONS**
                **17****SECTION
                    8.01. ALLOCATIONS**
                **17****SECTION
                    8.02. SPECIAL ALLOCATIONS**
                **17****SECTION
                    8.03. CURATIVE ALLOCATIONS**
                **18****SECTION
                    8.04. CODE SECTION 704(C) TAX ALLOCATIONS**
                **19****SECTION
                    8.05. OTHER ALLOCATION RULES**
                **19****ARTICLE
                    IX ELECTIONS AND REPORTS**
                **20****SECTION
                    9.01. ACCOUNTING BOOKS AND RECORDS**
                **20****SECTION
                    9.02. REPORTS**
                **20****SECTION
                    9.03. TAX ELECTIONS**
                **20****SECTION
                    9.04. TAX CONTROVERSIES**
                **21****SECTION
                    9.05. TAX STATUS AND RETURNS**
                **21****ARTICLE
                    X DISSOLUTION AND LIQUIDATION**
                **21****SECTION
                    10.01. DISSOLUTION**
                **21****SECTION
                    10.02. LIQUIDATION**
                **21****ARTICLE
                    XI TRANSFER OF MEMBERSHIP INTERESTS; CONVERSIONS**
                **23****SECTION
                    11.01. RESTRICTIONS**
                **23****SECTION
                    11.02. GENERAL RESTRICTIONS ON TRANSFER**
                **23****SECTION
                    11.03. PROCEDURES FOR TRANSFER**
                **24****SECTION
                    11.04. LIMITATIONS**
                **24****ARTICLE
                    XII INDEMNIFICATION**
                **24****SECTION
                    12.01. RIGHT TO INDEMNIFICATION**
                **24****SECTION
                    12.02. LIMITATION ON INDEMNIFICATION**
                **25****SECTION
                    12.03. ADVANCEMENT OF EXPENSES**
                **25****SECTION
                    12.04. INDEMNIFICATION OF EMPLOYEES AND AGENTS**
                **25****SECTION
                    12.05. APPEARANCE AS A WITNESS**
                **26****SECTION
                    12.06. NONEXCLUSIVITY OF RIGHTS**
                **26****SECTION
                    12.07. CONTRACT RIGHTS**
                **26****SECTION
                    12.08. INSURANCE**
                **26****SECTION
                    12.09. SAVINGS CLAUSE**
                **26**
 
  ii
  
 **Page****ARTICLE
                    XIII MISCELLANEOUS**
                **27****SECTION
                    13.01. NOTICES**
                **27****SECTION
                    13.02. NO ACTION FOR PARTITION**
                **27****SECTION
                    13.03. HEADINGS AND SECTIONS**
                **27****SECTION
                    13.04. AMENDMENTS**
                **27****SECTION
                    13.05. BINDING EFFECT**
                **28****SECTION
                    13.06. GOVERNING LAW**
                **28****SECTION
                    13.07. CERTIFICATE OF FORMATION**
                **28****SECTION
                    13.08. SEVERABILITY**
                **28****SECTION
                    13.09 ADDITIONAL DOCUMENTS AND ACTS**
                **28****SECTION
                    13.10. NO THIRD PARTY BENEFICIARIES**
                **28**
 
 **SCHEDULE
          A - MEMBERS SCHEDULE**
 **EXHIBIT
          A - FORM OF JOINDER**
 
  
   This
        THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
        " **Agreement** ")
        of TXU
        Energy Company LLC, a Delaware limited liability company (the " **Company** "),
        is
        entered into and shall be effective as of September __, 2006, by and among
        the
        Company, TXU US Holdings Company (" **US
        Holdings** ")
        and
        TXU Energy Holdings Company, (" **Energy
        Holdings** ";
        and
        each of US Holdings and Energy Holdings, a " **Member** "
        and
        together, the " **Members** ").
  WHEREAS,
        US Holdings formed the Company as a limited liability company under the laws
        of
        the State of Delaware by filing a Certificate of Formation (the " **Original
        Certificate of Formation** ")
        with
        the Secretary of State of the State of Delaware on November 5, 2001, and
        in
        connection therewith entered into a Limited Liability Company Agreement for
        the
        Company on November 12, 2001 (the " **Original
        Agreement** ");
  WHEREAS
        on November 21, 2002, US Holdings contributed 1% of the membership interests
        in
        the Company to Energy Holdings and Energy Holdings was admitted as a member
        to
        the Company;
  WHEREAS,
        on November 21, 2002, the Company and the Members entered into the First
        Amended
        and Restated Limited Liability Company Agreement (" **First
        Amendment** "),
        which
        amended and restated the Original Agreement in its entirety in connection
        with
        the sale by the Company of $750 million principal amount of its 9.00%
        Exchangable Subordinated Notes due 2012 (the " **Notes** ")
        to
        certain entities affiliated with DLJ Merchant Banking Partners III, L.P.
        (the
        " **DLJ
        Entities** ");
  WHEREAS,
        on December 19, 2002, with the consent of the Company, the DLJ Entities
        transferred $250 million principal amount of the Notes to certain entities
        affiliated with Berkshire Hathaway Inc. (the " **BH
        Entities** ");
  WHEREAS,
        on July 1, 2003, the Company exercised its right to require holders of the
        Notes
        to exchange their Notes for a preferred equity interest in the Company (the
        " **Note
        Exchange** ");
  WHEREAS,
        on July 1, 2003, the Company, the Members, the DLJ Entities, and the BH Entities
        entered into the Second Amended and Restated Limited Liability Company Agreement
        (the " **Second
        Amendment** ")
        which
        amended and restated the First Amendment in its entirety in connection with
        the
        Note Exchange;
  WHEREAS,
        as set forth in the Second Amendment, US Holdings held 99% of the Class A
        Membership Interests (as defined in the Second Amendment), Energy Holdings
        held
        1% of the Class A Membership Interests, and the DLJ Entities and the BH Entities
        held all of the Class B Preferred Membership Interests (as defined in the
        Second
        Amendment);
  WHEREAS,
        on April 26, 2004, TXU Corp. (" **TXU** ")
        purchased all of the Class B Preferred Membership Interests from the DLJ
        Entities and the BH Entities and executed joinders to the Second Amendment
        as
        holder of the Class B Preferred Membership Interests;
  WHEREAS,
        on December 22, 2005, TXU contributed all of the Class B Preferred Membership
        Interests to US Holdings, and US Holdings contributed 1% of the Class B
        Membership Interests to Energy Holdings (collectively, the " **Contributions** "),
        and
        US Holdings and Energy Holdings executed joinders to the Second Amendment
        as
        holders of the Class B Membership Interests;
  1
  WHEREAS,
        as a result of the Contributions, US Holdings and Energy Holdings hold all
        of
        the Membership Interests (the Class A Membership Interests and the Class
        B
        Preferred Membership Interests) in the Company in a ratio of 99% to 1%,
        respectively;
  WHEREAS,
        the Members desire to recapitalize the Company by converting their Class
        A
        Membership Interests and their Class B Preferred Membership Interests into
        a
        single class of uncertificated Membership Interests to be owned 99% by US
        Holdings and 1% by Energy Holdings (the " **Recapitalization** ");
  WHEREAS,
        the Members desire to amend and restate the Second Amendment in its entirety
        to
        reflect the Recapitalization and otherwise as set forth below; and
  WHEREAS,
        this Agreement amends and restates the Second Amendment in all respects,
        and
        from and after the date hereof constitutes the governing instrument of the
        Company.
  NOW,
        THEREFORE, in consideration of the mutual covenants and agreements herein
        made
        and other good and valuable consideration, the Members hereby agree as
        follows:
 ARTICLE
        I
  DEFINITIONS
  SECTION
        1.01. Definitions .
  The
        following terms used in this Agreement shall have the following meanings
        (unless
        otherwise expressly provided in this Agreement):
  " **Affiliate** "
        means
        with respect to any Person, any other Person controlling, controlled by,
        or
        under common control with such first Person.
  " **Agreement** "
        has the
        meaning set forth in the Preamble.
  " **Bankruptcy** "
        means,
        with respect to a Person, (a) that such Person has (i) made an assignment
        for the benefit of creditors; (ii) filed a voluntary petition in
        bankruptcy; (iii) been adjudged bankrupt, or insolvent; or had entered
        against such Person an order of relief in any bankruptcy or insolvency
        proceeding; (iv) filed a petition or an answer seeking for such Person any
        reorganization, arrangement, composition, readjustment, liquidation, dissolution
        or similar relief under any statute, law or regulation or filed an answer
        or
        other pleading admitting or failing to contest the material allegations of
        a
        petition filed against such Person in any proceeding of such nature; or (v)
        sought, consented to, or acquiesced in the appointment of a trustee, receiver
        or
        liquidator of such Person or of all or any substantial part of such Person's
        properties; (b) 60 days have elapsed after the commencement of any
        proceeding against such Person seeking reorganization, arrangement, composition,
        readjustment, liquidation, dissolution or similar relief under any statute,
        law
        or regulation and such proceeding has not been dismissed; or (c) 60 days
        have elapsed since the appointment without such Person's consent or acquiescence
        of a trustee, receiver or liquidator of such Person or of all or any substantial
        part of such Person's properties and such appointment has not been vacated
        or
        stayed or the appointment is not vacated within 60 days after the expiration
        of
        such stay.
  2
  " **Board
        of Managers** "
        has the
        meaning set forth in Section
        3.02 .
  " **Business
        Day** "
        means
        any day other than a Saturday, Sunday or any other day which is a legal holiday
        under the laws of the State of Texas or a day on which national banking
        associations in such States are authorized or required by law or other
        governmental action to close.
  " **Capital
        Account** "
        means,
        with respect to any Member, the account maintained for such Member as provided
        in Article
        VI and in
        accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and this
        Agreement.
  " **Capital
        Contribution** "
        means,
        with respect to any Member, the aggregate amount of money and the initial
        Gross
        Asset Value of any property (other than money) contributed to the Company,
        whenever made. In the case of a Member that acquires an interest in the Company
        by virtue of a Transfer in accordance with the terms of this Agreement, "Capital
        Contribution" includes the Capital Contribution of such Member's predecessor
        in
        interest.
  " **Certificate
        of Formation** "
        means
        the Original Certificate of Formation as may be amended, restated, supplemented
        or otherwise modified from time to time on or after the date
        hereof.
  " **Code** "
        means
        the United States Internal Revenue Code of 1986, as amended from time to
        time.
  " **Company** "
        has the
        meaning set forth in the Preamble.
  " **Delaware
        Act** "
        means
        the Delaware Limited Liability Company Act, 6 Del. § 18-101 *et
        seq* .,
        as the
        same may be amended from time to time.
  " **Depreciation** "
        means,
        for each Fiscal Year or other period, an amount equal to the depreciation,
        amortization or other cost recovery deduction allowable for federal income
        tax
        purposes with respect to an asset for such Fiscal Year or other period; *provided* , *however* ,
        that if
        the Gross Asset Value of an asset differs from its adjusted basis for federal
        income tax purposes at the beginning of such Fiscal Year or other period,
        Depreciation shall be an amount that bears the same ratio to such beginning
        Gross Asset Value as the federal income tax depreciation, amortization or
        other
        cost recovery deduction with respect to such asset for such Fiscal Year or
        other
        period bears to such beginning adjusted tax basis; and *provided
        further* that, if
        the federal income tax depreciation, amortization or other cost recovery
        deduction for such Fiscal Year or other period is zero, Depreciation shall
        be
        determined with reference to such beginning Gross Asset Value using any
        reasonable method selected by the Members.
  " **Designee** "
        has the
        meaning set forth in Section
        3.02(a) .
  3
  " **Dissolution
        Event** "
        has the
        meaning set forth in Section 10.01(a) .
  " **Distribute** "
        means
        to make one or more Distributions.
  " **Distribution** "
        means,
        with respect to a Member, the amount of money and the Gross Asset Value of
        property other than money (net of any liabilities secured by such property
        that
        such Member is considered to assume or take subject to as provided in Treasury
        Regulation Section 1.704-1(b)(2)(iv)(b)(5)) distributed to such Member by
        the
        Company (a) on account of such Member's Membership Interest as provided in Article
        VII or (b)
        in redemption or liquidation of all or any portion of such Member's Membership
        Interest, but shall not include payments to a Member (i) pursuant to a loan
        or
        advance made by such Member to the Company or in respect of any other
        transaction in which such Member acts other than in such Member's capacity
        as a
        partner within the meaning of Section 707(a) of the Code or (ii) which are
        guaranteed payments within the meaning of Section 707(c) of the
        Code.
  " **Encumbrance** "
        means
        any lien, mortgage, pledge, collateral assignment, security interest,
        hypothecation or other encumbrance.
  " **Fair
        Market Value** "
        of any
        asset as of any date means the purchase price which a willing buyer having
        all
        relevant knowledge would pay a willing seller for such asset in an arms'
        length
        transaction.
  " **Fiscal
        Year** "
        means
        the annual accounting period of the Company, which shall be the calendar
        year or
        such portion of a calendar year during which the Company is in
        existence.
  " **GAAP** "
        means
        generally accepted accounting principles in the United States of America
        as in
        effect from time to time, consistently applied.
  " **Gross
        Asset Value** "
        means,
        with respect to any asset, such asset's adjusted basis for federal income
        tax
        purposes, except as follows:
  (a)  the
        initial Gross Asset Value of any asset (other than money) contributed by
        a
        Member to the Company shall be the gross Fair Market Value of such
        asset;
  (b)  the
        Gross
        Asset Value of all assets of the Company shall be adjusted to equal their
        respective gross Fair Market Values (taking Code section 7701(g) into account),
        as determined by the Board of Managers, immediately prior to the following
        times: (i) the acquisition of an additional interest in the Company by any
        new or existing Member in exchange for more than a *de*  *minimis* Capital
        Contribution; (ii) the distribution by the Company to a Member of more than
        a *de*  *minimis* amount
        of Company assets as consideration for an interest in the Company; and
        (iii) the liquidation of the Company within the meaning of Treasury
        Regulation Section 1.704-1(b)(2)(ii)(g); and
  (c)  the
        Gross
        Asset Value of any Company asset distributed in kind to any Member shall
        be the
        gross Fair Market Value (taking Code section 7701(g) into account) of such
        asset
        on the date of distribution, as determined by the Board of Managers pursuant
        to Section
        10.02(c) .
  4
  
 If
        the
        Gross Asset Value of an asset has been determined or adjusted pursuant to
        paragraph (a) or paragraph (b) above, such Gross Asset Value shall thereafter
        be
        reduced by the Depreciation taken into account with respect to such asset
        for
        purposes of computing Net Income and Net Losses.
  " **Gross
        Income** "
        means
        all items of gross income and revenues for the applicable period, including
        any
        proceeds of any actual or deemed asset sales.
  " **Invested
        Capital** "
        means
        the initial investment made by holders of Membership Interests, as may be
        reduced from time to time by any redemption or return of capital.
  " **Joinder** "
        has the
        meaning set forth in Section 5.02 .
  " **Law** "
        means
        any United States or non-United States federal, national, supranational,
        state,
        provincial, local or similar statute, law, ordinance, regulation, rule, code,
        order, requirement or rule of law (including, without limitation, common
        law).
  " **Liquidation
        Event** "
        means
        any liquidation, dissolution or winding up of the affairs of the Company,
        whether voluntary or involuntary.
  " **Liquidator** "
        has the
        meaning set forth in Section 10.02(a) .
  " **Majority
        in Interest** "
        means
        at any time, a Member or Members that own a majority of the Membership Interests
        outstanding at such time.
  " **Manager** "
        means a
        member of the Board of Managers.
  " **Member** "
        or
        " **Member** "
        has the
        meaning set forth in the Preamble.
  " **Members
        Schedule** "
        has the
        meaning set forth in Section 5.01 .
  " **Membership
        Interest** "
        of any
        Member at any time means the entire ownership interest of such Member in
        the
        Company at such time, including all benefits to which the owner of such
        Membership Interest is entitled under this Agreement and applicable law,
        together with all obligations of such Member under this Agreement and applicable
        law.
  " **Net
        Income** "
        and
        " **Net
        Losses** "
        mean,
        for each Fiscal Year, an amount equal to the Company's taxable income or
        loss
        for such Fiscal Year, determined in accordance with Section 703(a) of the
        Code
        (but including in taxable income or loss, for this purpose, all items of
        income,
        gain, loss or deduction required to be stated separately pursuant to Section
        703(a)(1) of the Code), with the following adjustments:
  (a)  any
        income of the Company exempt from federal income tax and not otherwise taken
        into account in computing Net Income or Net Losses pursuant to this definition
        shall be added to such taxable income or loss;
  5
  (b)  any
        expenditures of the Company described in Section 705(a)(2)(B) of the Code
        (or
        treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant
        to Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken
        into account in computing Net Income or Net Losses pursuant to this definition
        shall be subtracted from such taxable income or loss;
  (c)  in
        the
        event the Gross Asset Value of any asset of the Company is adjusted in
        accordance with paragraph (b) or paragraph (c) of the definition of "Gross
        Asset
        Value" above, the amount of such adjustment shall be taken into account as
        gain
        or loss from the disposition of such asset for purposes of computing Net
        Income
        or Net Losses;
  (d)  gain
        or
        loss resulting from any disposition of any asset of the Company with respect
        to
        which gain or loss is recognized for federal income tax purposes shall be
        computed by reference to the Gross Asset Value of the asset disposed of,
        notwithstanding that the adjusted tax basis of such asset differs from its
        Gross
        Asset Value;
  (e)  in
        lieu
        of the depreciation, amortization and other cost recovery deductions taken
        into
        account in computing such taxable income or loss, there shall be taken into
        account Depreciation for such Fiscal Year or other period, computed in
        accordance with the definition of "Depreciation" above; and
  (f)  any
        items
        which are specially allocated pursuant to Sections
        8.02 or 8.03 shall
        not be taken into account in computing Net Income or Net Losses.
  The
        amounts of the items of Company income, gain, loss or deduction available
        to be
        specially allocated pursuant to Sections
        8.02 or 8.03 shall be
        determined by applying rules analogous to those set forth in subparagraphs
        (a)
        through (e) above.
  " **Officer** "
        means
        an officer of the Company.
  " **Original
        Certificate of Formation** "
        has the
        meaning set forth in the Recitals.
  " **Person** "
        means
        any individual, corporation, partnership, limited liability company, trust,
        joint venture, governmental entity or other unincorporated entity, association
        or group.
  " **Proceeding** "
        has the
        meaning set forth in Section
        12.01 .
  " **Regulatory
        Allocations** " **** has
        the
        meaning set forth in Section
        8.03 .
  " **State** "
        means
        any one of the 50 states of the United States of America or the District
        of
        Columbia.
  " **Tax** " **** or
        " **Taxes** "
        means
        all federal, State, local and foreign income, profits, franchise, gross
        receipts, environmental, customs duty, capital stock, severance, stamp, windfall
        profit, payroll, sales, use, transfer, employment, unemployment, disability,
        use, property, withhold-ing, excise, production, value added, occupancy and
        other taxes, duties or assessments of any nature whatsoever, together with
        all
        interest, penalties and additions imposed with respect thereto.
  6
  " **Tax
        Matters Member** "
        has the
        meaning set forth in Section
        9.04 .
  " **Transfer** "
        means
        (a) as a noun, the transfer of ownership by sale, exchange, assignment, gift,
        donation, grant or other conveyance of any kind, whether voluntary or
        involuntary, including Transfers by operation of law or legal process (and
        hereby expressly including, with respect to a Member, assignee or other Person,
        any voluntary or involuntary appointment of a receiver, trustee, liquidator,
        custodian or other similar official for such Member or all or any part of
        such
        Member, assignee or other Person or all or any part of the property of such
        Member, assignee or other Person under any bankruptcy, reorganization or
        insolvency law and (b) as a verb, the act of making any voluntary or involuntary
        Transfer.
  " **Treasury
        Regulations** "
        means
        the income tax regulations promulgated under the Code as amended.
  " **TXU** "
        has the
        meaning set forth in the Preamble.
  " **US
        Holdings** "
        has the
        meaning set forth in the Preamble.
  SECTION
        1.02. Other
        Definitional Provisions .
  (a)  All
        terms
        in this Agreement shall have the defined meanings when used in any certificate
        or other document made or delivered pursuant hereto unless otherwise defined
        therein.
  (b)  As
        used
        in this Agreement and in any certificate or other documents made or delivered
        pursuant hereto or thereto, accounting terms not defined in this Agreement
        or in
        any such certificate or other document, and accounting terms partly defined
        in
        this Agreement or in any such certificate or other document to the extent
        not
        defined, shall have the respective meanings given to them under GAAP. To
        the
        extent that the definitions of accounting terms in this Agreement or in any
        such
        certificate or other document are inconsistent with the meanings of such
        terms
        under GAAP, the definitions contained in this Agreement or in any such
        certificate or other document shall control.
  (c)  The
        words
        "hereof", "herein", "hereunder", and words of similar import when used in
        this
        Agreement shall refer to this Agreement as a whole and not to any particular
        provision of this Agreement; Section references contained in this Agreement
        are
        references to Sections in this Agreement unless otherwise specified; and
        the
        term "including" shall mean "including without limitation".
  (d)  The
        definitions contained in this Agreement are applicable to the singular as
        well
        as the plural forms of such terms.
  (e)  Common
        nouns and pronouns and any variations thereof shall be deemed to refer to
        masculine, feminine, or neuter, singular or plural, as the identity of the
        Person, Persons or other reference in the context requires. Whenever used
        herein, "or" shall include both the conjunctive and disjunctive, "any" shall
        mean "one or more," and "including" shall mean "including without
        limitation."
  7
  
 (f)  Any
        agreement, instrument or statute defined or referred to herein or in any
        instrument or certificate delivered in connection herewith means such agreement,
        instrument or statute as from time to time amended, modified or supplemented
        and
        includes (in the case of agreements or instruments) references to all
        attachments thereto and instruments incorporated therein; references to a
        Person
        are also to its permitted successors and assigns.
  ARTICLE
        II
  ORGANIZATION
        OF THE COMPANY
  SECTION
        2.01. Formation .
  (a)  The
        Company was formed upon the filing of the Original Certificate of Formation
        with
        the Secretary of State of the State of Delaware on November 5, 2001, pursuant
        to
        the Delaware Act and such filing is hereby approved and ratified in all
        respects. The Managers and each Officer are hereinafter designated as
        "authorized persons" within the meaning of the Delaware Act.
  (b)  Any
        Person designated as an "authorized person" by the Board of Managers is
        authorized to execute, deliver and file, or cause to be executed, delivered
        and
        filed, from time to time on behalf of the Company (i) any and all amendments
        to
        and restatements of the Certificate of Formation, and (ii) all other
        instruments, certificates, notices and documents, as an authorized person
        within
        the meaning of the Delaware Act. In addition, any Person designated as an
        "authorized person" by the Board of Managers is authorized to do or cause
        to be
        done all such filing, recording, publishing and other acts, in each case,
        as may
        be necessary or appropriate from time to time to comply with all applicable
        requirements for the formation and/or operation and, when appropriate,
        termination of a limited liability company in the State of Delaware and all
        other jurisdictions where the Company shall desire to conduct its business.
        This
        Agreement shall constitute the "limited liability company agreement" (as
        that
        term is used in the Delaware Act) of the Company. The rights, powers, duties,
        obligations and liabilities of the Members shall be determined pursuant to
        the
        Delaware Act and this Agreement. To the extent that the rights, powers, duties,
        obligations and liabilities of any Member are different by reason of any
        provision of this Agreement than they would be in the absence of such provision,
        this Agreement shall, to the extent permitted by the Delaware Act,
        control.
  (c)  The
        Company shall, to the extent permissible, elect to be treated as a partnership
        for federal income tax purposes, and the Membership Interests shall be treated
        as interests in a partnership for such purposes. Each Member and the Company
        shall file all tax returns and shall otherwise take all tax and financial
        reporting positions in a manner consistent with such treatment and no Member
        shall take any action inconsistent with such treatment.
  SECTION
        2.02. Name . The
        name
        of the Company is "TXU Energy Company LLC", or such other name or names as
        the
        Board of Managers may from time to time designate; *provided* , *however* ,
        that
        the name shall always contain the words "Limited Liability Company", "LLC"
        or
        "L.L.C."
  8
  SECTION
        2.03. Registered
        Agent; Offices .
        The
        Company's registered agent and office within the State of Delaware shall
        be The
        Corporation Trust Company located at 1209 Orange Street, Wilmington, Delaware
        19801, or such other place as the Board of Managers may from time to time
        determine. The Company's principal executive office shall be located at Energy
        Plaza, 1601 Bryan Street, Dallas, Texas 75201-3411, or such other place as
        the
        Board of Managers may from time to time determine.
  SECTION
        2.04. Term .
        The
        term of existence of the Company shall be perpetual from the date the Original
        Certificate of Formation was filed with the Secretary of State of the State
        of
        Delaware, unless the Company is dissolved in accordance with the provisions
        of
        this Agreement or the Delaware Act.
  SECTION
        2.05. Purposes
        and Powers .
        The
        purpose of the Company is to engage in any activity and to exercise any powers
        permitted to limited liability companies under the laws of the State of
        Delaware.
  SECTION
        2.06. Liability
        to Third Parties ;
        No
        Personal Liability
  (a)  Except
        as otherwise
        expressly provided by the Delaware Act, neither any Member nor any Manager
        shall
        be liable for the debts, obligations or liabilities of the Company (whether
        arising in contract, tort or otherwise), including, without limitation, under
        a
        judgment, decree or order of a court, by reason of being a Member or acting
        as a
        Manager of the Company.
  (b)  Each
        Member shall have the same limitation of personal lia-bility as is extended
        to
        stockholders of a private corporation for profit incorporated under the General
        Corporation Law of the State of Delaware.
  (c)  No
        Manager or Officer shall be subject in such capacity to any personal liability
        whatsoever to any Person, other than the Company or any Member, in connection
        with the assets or the affairs of the Company; and, subject to the provisions
        of Article
        XII ,
        all
        such Persons shall look solely to the assets of the Company for satisfaction
        of
        claims of any nature arising in connection with the affairs of the
        Company.
  (d)  The
        failure of the Company to observe any formalities or requirements relating
        to
        the exercise of its powers or management of the Company or its affairs under
        this Agreement or the Delaware Act shall not be grounds for imposing personal
        liability on the Members, Managers or the Officers for liabilities of the
        Company.
  (e)  Such
        protections from personal liability shall apply to the fullest extent permitted
        by applicable law, as the same exists or may hereafter be amended (but, in
        the
        case of any such amendment, only to the extent that such amendment permits
        the
        Company to provide greater or broader indemnification rights than such law
        permitted the Company to provide prior to such amendment).
  9
  SECTION
        2.07. Limited
        Liability and Separateness .
        The
        Company shall be operated in such a manner as the Managers deem reasonable
        and
        necessary or appropriate to preserve (a) the limited liability of each of
        the
        Members (or their successors) in the Company and (b) the separateness of
        the
        Company from the business of each Member of the Company or any other Affiliate
        thereof.
  ARTICLE
        III
 
 MANAGEMENT
        OF THE COMPANY
 SECTION
          3.01. Management .
          The
          Company shall be managed by a Board of Managers.
 SECTION
        3.02. Board
        of Managers .
  (a)  The
        Company shall have a " **Board
        of Managers** ",
        made
        up of at least one (1) member, which shall be chosen by the Majority in Interest
        (each a " **Designee** ").
  (b)  Any
        Designee may be removed at any time, with or without cause, by the affirmative
        vote of the Majority in Interest. Any Designee who is removed in accordance
        with
        the provisions of this Section
        3.02(b) ,
        or
        resigns or otherwise ceases to hold office by reason of his death, shall
        be
        replaced by the affirmative vote of the Majority in Interest.
  SECTION
        3.03. Number
        and Qualifications .
        The number
        of
        Managers of the Company shall be at least one (1), subject to modification
        by
        the Board of Managers in accordance to this Agreement, but no decrease in
        the
        number of Managers shall have the effect of shortening the term of any incumbent
        Manager.
  SECTION
        3.04. Length
        of Service . Each
        Manager shall hold office until his or her successor shall be selected as
        provided in Section
        3.02 of this
        Agreement and qualified, or until his or her earlier death, resignation or
        removal as provided in this Agreement.
  SECTION
        3.05. Resignation . Any
        Manager may resign at any time. Such resignation shall be made in writing
        and
        shall take effect at the time specified therein or, if no time is specified
        therein, at the time of its receipt by the remaining Manager. The acceptance
        of
        a resignation shall not be necessary to make it effective, unless so expressly
        provided in the resignation.
  SECTION
        3.06. Meetings
        of Board of Managers .
  (a)  All
        meetings of the Board of Managers shall be held telephonically, by
        videoconference (such participation in any such meeting shall constitute
        presence in person at such meeting, except where a Person participates in
        such
        meeting for the express purpose of objecting to the transaction of any business
        on the ground that such meeting is not lawfully called or convened) or at
        the
        principal office of the Company or at such other place within or without
        the
        State of Delaware, as may be determined by the Chairperson of the Board of
        Managers or the member(s) of the Board of Managers calling the meeting, as
        the
        case may be, and set forth in the respective notice or waivers of notice
        of such
        meeting. A record shall be maintained of each meeting of the Board of
        Managers.
  10
  (b)  Meetings
        of the Board of Managers may be called by (i) the Chairperson of the Board
        of
        Managers or (ii) by one or more Managers.
  SECTION
        3.07. Quorum;
        Majority Vote .
        Except
        as otherwise provided herein or by applicable law, the presence in person
        or by
        telephone of a majority of the Managers shall constitute a quorum of the
        Board
        of Managers for purposes of conducting business, unless a greater number
        is
        required by this Agreement or by law. Once a quorum is present at a meeting
        of
        the Board of Managers, the subsequent withdrawal from the meeting of any
        Manager
        prior to adjournment or the refusal of any Manager to vote shall not affect
        the
        presence of a quorum at the meeting. If, however, such quorum shall not be
        present at any meeting of the Board of Managers, the Managers at such meeting
        shall have the power to adjourn the meeting, without notice other than
        announcement at the meeting, until a majority of the Managers shall be present.
        Except as otherwise provided herein or required by applicable law, resolutions
        of the Managers at any meeting of Board of Managers shall be adopted by the
        affirmative vote of a majority of the Managers at such meeting at which a
        quorum
        is present. The act of a majority of the Board of Managers present in person
        or
        by telephone at a meet-ing at which a quorum is present in person or by
        telephone shall be the act of the Managers, except as otherwise provided
        by law
        or any other provision in this Agreement.
  SECTION
        3.08. Methods
        of Voting .
        A
        Manager may vote either in person or by telephone.
  SECTION
        3.09. Actions
        Without a Meeting .
        Any
        action required or permitted to be taken at a meeting of the Board of Managers
        may be taken without a meet-ing, without prior notice, and without a vote,
        if a
        consent in writing, setting forth the action so taken, is signed by a majority
        of the Managers entitled to vote on the action. Copies of any such consents
        shall be filed with the minutes and permanent records of the Company.
  SECTION
        3.10. Board
        of Managers' Powers .
        The
        Board of Managers shall have the authority on behalf and in the name of the
        Company to perform all acts necessary and desirable to the objects and purposes
        of the Company, subject to the rights of the Liquidator to liquidate the
        Company
        and take all actions incidental thereto during the period of liquidation.
  SECTION
        3.11. Duties
        and Obligations of the Board of Managers .
  (a)  The
        Board
        of Managers may engage one or more managers or Officers to advise the Board
        of
        Managers and be responsible for directing the day-to-day operations of the
        Company under the supervision of the Board of Managers. Each Manager shall
        be
        deemed a "manager" of the Company for all purposes of, and with the meaning
        set
        forth in, the Delaware Act.
  (b)  The
        Board
        of Managers shall have the power to delegate authority to such Managers,
        Officers, employees, agents and representatives of the Company, as it may
        from
        time to time deem appropriate.
  11
  SECTION
        3.12. Officers .
  (a)  The
        Officers of the Company, as such, shall have limited authority, and shall
        be
        subject to the provisions and limitations of this Article
        III .
        All
        Officers named in this Agreement or elected or appointed pursuant to this Article
        III shall be
        responsible to, and subject to the authority and direction of, the Board
        of
        Managers in connection with matters over which the Board of Managers has
        authority.
  (b)  The
        Board
        of Managers may elect a Chairperson of the Board who, if elected, shall preside
        at all meetings of the Members and of the Board of Managers and shall perform
        such other duties as may be prescribed by the Board of Managers from time
        to
        time.
  (c)  The
        Company may elect a Chief Executive Officer, who, if elected, shall have
        general
        active management of the business of the Company, and in the absence of the
        Chairperson of the Board of Managers or if the office of Chairperson of the
        Board of Managers is vacant, shall preside at meetings of the members and
        Board
        of Managers, shall see that all orders and resolutions of the Board of Managers
        are carried into effect, shall have authority to sign and deliver in the
        name of
        the Company any deeds, mortgages, bonds, contracts, or other instruments
        pertaining to the business of the Company, except in cases in which the
        authority to sign and deliver is required by law to be exercised by another
        person, is expressly delegated by this Agreement or the Board of Managers
        to
        some other Officer or agent of the Company or as may generally be delegated
        in
        the ordinary course of business, may maintain records of and certify proceedings
        of the Board of Managers and Members, and shall perform such other duties
        as may
        from time to time be prescribed by the Board of Managers.
  (d)  The
        Company may have a President, who shall be the chief operating officer of
        the
        Company, shall have authority to exercise the power of the Chief Executive
        Officer in his absence, and in the absence of the Chairperson of the Board
        of
        Managers and the Chief Executive Officer, or if both such offices are vacant,
        shall preside at meetings of the Members and Board of Managers. The Company
        may
        also have one or more Vice Presidents, who shall have authority to exercise
        the
        power of the President in his absence.
  (e)  The
        Company may have a Treasurer, who, unless provided otherwise by the Board
        of
        Managers, shall keep accurate financial records for the Company, shall deposit
        all moneys, drafts, and checks in the name of and to the credit of the Company,
        shall endorse for deposit all notes, checks, and drafts received by the Company,
        making proper vouchers therefor, shall disburse Company funds and issue checks
        and drafts in the name of the Company, shall render to the President and
        the
        Board of Managers, whenever requested, an account of all such Officer's
        transactions as Chief Financial Officer and of the financial condition of
        the
        Company, and shall perform such other duties as the Board of Managers or
        the
        President may prescribe from time to time.
  12
  (f)  The
        Company may have a Secretary, who shall have primary responsibility to maintain
        records of actions of, and whenever necessary, certify all proceedings of
        the
        Members. The Secretary shall keep the required records of the Company, when
        so
        directed by the person or persons authorized to call such meetings, shall
        give
        or cause to be given notice of meetings of the Members, and shall perform
        such
        other duties and have such other powers as the Members or the President may
        prescribe from time to time.
  (g)  The
        Company may have additional Officers as determined by the Board of
        Managers .
  (h)  No
        Officer need be a Manager, a Member, a Delaware resident or a United States
        Citizen.
  SECTION
        3.13. Election,
        Removal and Resignation of Officers .
  (a)  Subject
        to the other provisions of this Article
        III ,
        the
        Board of Managers may elect or appoint other Officers or agents of the Company,
        with such titles, duties, and authority as they shall designate. Subject
        to the
        other provisions of this Article
        III ,
        and to
        any other limitations that the Board of Managers may impose, the Chief Executive
        Officer may delegate authority and appoint other Officers and agents of the
        Company, with such titles, duties, and authority as the Chief Executive Officer
        shall designate. The Chief Executive Officer, at any time, may remove or
        terminate the authority of any Officer or agent that was appointed by the
        Chief
        Executive Officer.
  (b)  Any
        Officer may be removed as such, with or without cause, by the Board of Managers
        at any time. Any Officer may resign as such at any time upon written notice
        to
        the Company. Such resignation shall be made in writing and shall take effect
        at
        the time specified therein or, if no time is specified therein, at the time
        of
        its receipt by the Board of Managers.
  SECTION
        3.14. Duty . A
        Manager
        shall perform his or her duties as a Manager in good faith, in a manner he
        or
        she reasonably believes to be in the best interests of the Company and its
        Members, and with such care as an ordinarily prudent person in a like position
        would use under similar circumstances.
  ARTICLE
        IV
  MEMBERS;
        VOTING RIGHTS
  SECTION
        4.01. Meetings
        of Member s .
  (a)  Generally .
        Meetings of the Members may be called by: (i) the Board of Managers or (ii)
        a
        Majority in Interest. All meetings of the Members shall be held telephonically,
        by videoconference or at the principal office of the Company or at such other
        place within or without the State of Delaware, as may be determined by the
        Board
        of Managers or the Member(s) calling the meeting, as the case may
        be.
  (b)  Proxy .
        Each
        Member may authorize any Person or Persons to act for it by proxy on all
        matters
        in which a Member is entitled to participate, including waiving notice of
        any
        meeting, or voting or participating at a meeting.
  13
  Every
        proxy must be signed by the Member or its attorney-in-fact. Every proxy shall
        be
        revocable or irrevocable at the pleasure of the Member executing
        it.
  (c)  Quorum;
        Voting .
        Except
        as otherwise provided herein or by applicable law, a Majority in Interest,
        represented in person or by proxy, shall constitute a quorum of Members for
        purposes of conducting business. Once a quorum is present at a meeting of
        the
        Members, the subsequent withdrawal from the meeting of any Member prior to
        adjournment or the refusal of any Member to vote shall not affect the presence
        of a quorum at the meeting. If, however, such quorum shall not be present
        at any
        meeting of the Members, the Members entitled to vote at such meeting shall
        have
        the power to adjourn the meeting, without notice other than announcement
        at the
        meeting, until a Majority in Interest shall be present or represented. Except
        as
        otherwise provided herein or required by applicable law, resolutions of the
        Members at any meeting of Members shall be adopted by the affirmative vote
        of a
        Majority in Interest represented and entitled to vote at such meeting at
        which a
        quorum is present.
  (d)  Actions
        Without a Meeting .
        Unless
        otherwise prohibited by law, any action to be taken at a meeting of the Members
        may be taken without a meeting if a consent in writing, setting forth the
        action
        so taken, shall be signed by a Majority in Interest and such consent is
        delivered to the Secretary of the Company promptly after the effective date
        of
        such consent. A record shall be maintained by the Secretary of the Company
        of
        each such action taken by written consent of the Members.
  SECTION
        4.02. Voting
        Rights .
        Except
        as specifically provided in this Agreement or otherwise required by applicable
        law, for all purposes hereunder, including for purposes of Article
        III hereof,
        the Members shall be entitled to vote pro rata in accordance with Membership
        Interests.
  SECTION
        4.03. Registered
        Members .
        The
        Company shall be entitled to treat the owner of record of any Membership
        Interests as the owner in fact of such Membership Interest for all purposes,
        and, accordingly, shall not be bound to recognize any equitable or other
        claim
        to or interest in such Membership Interest on the part of any other Person,
        whether or not it shall have express or other notice of such claim or interest,
        except as expressly provided by this Agreement or the laws of the State of
        Delaware.
  SECTION
        4.04. Withdrawal;
        Resignation .
        A
        Member shall not cease to be a Member as a result of the Bankruptcy of such
        Member or as result of any other events specified in Section 18-304 of the
        Delaware Act. So long as a Member continues to own or hold any Membership
        Interests, such Member shall not have the ability to resign as a Member prior
        to
        the dissolution and winding-up of the Company and any such resignation or
        attempted resignation by a Member prior to the dissolution or winding-up
        of the
        Company shall be null and void. As soon as any Person who is a Member ceases
        to
        own or hold any Membership Interests, such Person shall no longer be a
        Member.
  SECTION
        4.05. Death
        or Dissolution of a Member .
        Except
        as provided in Section
        10.01 ,
        the
        death or dissolution of any Member shall not cause the dissolution of the
        Company. In such event, the Company and its business shall be continued by
        the
        remaining Member or Members.
  14
  SECTION
        4.06. Authority .
        No
        Member, in its capacity as a Member, shall have the power to act for or on
        behalf of, or to bind the Company.
  ARTICLE
        V
  MEMBERSHIP
        INTERESTS; MEMBERSHIP
  SECTION
        5.01. Membership
        Interests .
        The
        Membership Interests of the Company shall consist of one class of Membership
        Interests, with such class having the rights and privileges, including voting
        rights, if any, set forth in this Agreement. Upon issuance of any Membership
        Interests as provided in this Agreement, the Membership Interests so issued
        shall be deemed to be duly and validly issued. The Secretary of the Company
        shall maintain a schedule of all Members from time to time, which shall include
        their respective mailing addresses and the Membership Interests held by them
        (as
        the same may be amended, modified or supplemented from time to time, the
        " **Members
        Schedule** "),
        a
        copy of which as of the date hereof is attached hereto as Schedule
        A .
        The
        Members shall have no interest in the Company other than the Membership
        Interests conferred by this Agreement, which shall be deemed to be personal
        property giving only the rights conferred by this Agreement. Ownership of
        a
        Membership Interest shall not entitle a Member to call for a partition or
        division of any property of the Company.
  SECTION
        5.02. New
        Members .
        In
        order for a Person to be admitted as a Member of the Company pursuant to
        the
        issuance of Membership Interests to such Person, such Person shall have executed
        and delivered to the Secretary of the Company a written undertaking to be
        bound
        by the terms and conditions of this Agreement substantially in the form of
        Exhibit A hereto (each, a " **Joinder** ").
        Upon
        execution of a Joinder, the amendment of the Members Schedule by the Secretary
        of Company and the satisfaction of any other applicable conditions, including
        the receipt by the Company of payment for the issuance of the applicable
        Membership Interests, such Person shall be admitted as a Member and deemed
        listed as such on the books and records of the Company and thereupon shall
        be
        issued his or its Membership Interests. The Board of Managers shall then
        adjust
        the Capital Accounts of the Members as necessary in accordance with Section
        6.02 .
  ARTICLE
        VI
  CAPITAL
        CONTRIBUTIONS AND CAPITAL ACCOUNTS ;
        REDEMPTIONS
  SECTION
        6.01. Capital
        Contributions . Prior
        to, or as of, the date hereof, each Person who is a Member as of the date
        hereof
        has made or is deemed to have made, Capital Contributions to the Company
        and is
        deemed to own the percentage of Membership Interests set forth opposite such
        Member's name on the Members Schedule as in effect on the date
        hereof.
  15
  SECTION
        6.02. Capital
        Accounts .
  (a)  Each
        holder of a Membership Interest shall have a Capital Account equal to its
        (i)
        Invested Capital, (ii) plus any Net
        Income or items of Gross Income allocated to such holder and (iii) less (x) any Distributions to such holder and (y) any Net Loss or items of
        loss or deduction allocated to such holder.
  (b)  Such
        Capital Accounts shall be maintained in accordance with Treasury Regulations
        Section 1.704-1(b)(2)(iv).
  SECTION
        6.03. No
        Withdrawal .
        No
        Member will be entitled to withdraw any part of its Capital Contribution
        or
        Capital Account or to receive any Distribution from the Company, except as
        expressly provided in this Agreement.
  SECTION
        6.04. Loans
        From Members .
        Loans
        by Members to the Company shall not be considered Capital
        Contributions.
  SECTION
        6.05. Status
        of
        Capital Contributions .
  (a)  No
        Member
        shall receive any interest, salary or drawing with respect to its Capital
        Contributions or its Capital Account, except as otherwise specifically provided
        in this Agreement.
  (b)  Except
        as
        otherwise provided by applicable law, no Member shall be required to lend
        any
        funds to the Company or to make any additional Capital Contributions to the
        Company.
  (c)  No
        Member
        shall have any personal liability for the repayment of any Capital Contribution
        of any other Member.
  ARTICLE
        VII
  DISTRIBUTIONS
  SECTION
        7.01. Priority
        of Distributions . Distributions in any form, including cash or other assets, shall be made
        to the
        holders of Membership Interests pro rata in accordance with their Membership
        Interests at the times and in the aggregate amounts determined by the Board
        of
        Managers. Notwithstanding any provisions to the contrary contained in this
        Agreement, the Company shall not be required to make a distribution to any
        Member on account of its interest in the Company if such distribution would
        violate Section 18-607 of the Act or any other applicable law. A Member shall
        not be entitled to receipt of a Distribution, and, thus, shall not be deemed
        a
        creditor of the Company with respect to a Distribution as contemplated by
        Section 18-606 of the Act, until the date specified by the Board of Managers
        in
        the resolution authorizing such Distribution, and if no such date is specified
        by the Board of Managers, then such entitlement date shall be the payment
        date
        for such Distribution set forth in the resolution authorizing such
        Distribution.
  16
  SECTION
        7.02. Limitations
        on Distributions . Notwithstanding any
        provision to the contrary contained in this Agreement, the Company shall
        not
        make any Distribution if such Distribution would violate Section 18-607 of
        the
        Delaware Act or other applicable law or if such Distribution would violate
        any
        of the Company's debt financing agreements or any other debt financing agreement
        of which the Company is a guarantor, but shall instead make such Distribution
        as
        soon as practicable after such time as the making of such Distribution would
        not
        cause such violation.
  ARTICLE
        VIII
  ALLOCATIONS
  SECTION
        8.01. Allocations .
  (a)  Net
        Income shall be allocated for each Fiscal Year to the
        holders of Membership Interests pro rata in accordance with their Membership
        Interests.
  (b)  Net
        Losses shall be allocated for each Fiscal Year to the
        holders of Membership Interests pro rata in accordance with their Membership
        Interests.
  SECTION
        8.02. Special
        Allocations .
        The
        following special allocations shall be made in the following order to the
        extent
        items of income, gain, loss or deduction are available:
 (a)  Partnership
        Minimum Gain Chargeback .
        Except
        as otherwise provided in Treasury Regulation Section 1.704-2(f), notwithstanding
        any other provision of this Article
        VIII ,
        if
        there is a net decrease in partnership minimum gain during any Fiscal Year,
        each
        Member shall be specially allocated items of Company income and gain for
        such
        Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal
        to
        such Member's share of the net decrease in partnership minimum gain, determined
        in accordance with Treasury Regulation Section 1.704-2(g). Allocations pursuant
        to the previous sentence shall be made in proportion to the respective amounts
        required to be allocated to each Member pursuant thereto. The items to be
        so
        allocated shall be determined in accordance with Treasury Regulation Sections
        1.704-2(f)(6) and 1.704-2(j)(2). This Section
        8.02(a) is
        intended to comply with the minimum gain chargeback requirement in Treasury
        Regulation Section 1.704-2(f) and shall be interpreted consistently
        therewith.
  (b)  Partner
        Minimum Gain Chargeback .
        Except
        as otherwise provided in Treasury Regulation Section 1.704-2(i)(4),
        notwithstanding any other provision of this Article VIII ,
        if
        there is a net decrease in partner nonrecourse debt minimum gain attributable
        to
        a partner nonrecourse debt during any Fiscal Year, each Member who has a
        share
        of the partner nonrecourse debt minimum gain attributable to such partner
        nonrecourse debt, determined in accordance with Treasury Regulation Section
        1.704-2(i)(5), shall be specially allocated items of Company income and gain
        for
        such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount
        equal
        to such Member's share of the net decrease in partner nonrecourse debt minimum
        gain attributable to such partner nonrecourse debt, determined in accordance
        with Treasury Regulation Section 1.704-2(i)(4).
  17
  Allocations
        pursuant to the previous sentence shall be made in proportion to the respective
        amounts required to be allocated to each Member pursuant thereto. The items
        to
        be so allocated shall be determined in accordance with Treasury Regulation
        Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section
        8.02(b) is
        intended to comply with the minimum gain chargeback requirement in Treasury
        Regulation Section 1.704-2(i)(4) and shall be interpreted consistently
        therewith.
  (c)  Qualified
        Income Offset .
        In the
        event any Member unexpectedly receives any adjustments, allocations or
        distributions described in Treasury Regulation
        Sections 1.704-1(b)(2)(ii)( *d* )( *4* ),
        1.704-1(b)(2)(ii)( *d* )( *5* )
        or
        1.704-1(b)(2)(ii)( *d* )( *6* ),
        items
        of Company income and gain shall be specially allocated in an amount and
        manner
        sufficient to eliminate, to the extent required by the Treasury Regulations,
        the
        Adjusted Capital Account Deficit of such Member as quickly as possible, *provided* , *that* an
        allocation pursuant to this Section
        8.02(c) shall be
        made only if and to the extent that such Member would have an Adjusted Capital
        Account Deficit after all other allocations provided for in this Section
        8.02 have
        been tentatively made as if this Section
        8.02(c) were not
        contained in this Agreement. For this purpose, Adjusted Capital Account Deficit
        means, with respect to any Member, the deficit balance, if any, in such Member's
        Capital Account as of the end of the relevant Fiscal Year, after giving effect
        to the following adjustments: (i) such Capital Account shall be deemed to
        be
        increased by any amounts that such Member is obligated to restore to the
        Company
        (pursuant to this Agreement or otherwise) or is deemed to be obligated to
        restore pursuant to: (A) the penultimate sentence of Treasury Regulation
        Section
        1.704-2(g)(1), or (B) the penultimate sentence of Treasury Regulation Section
        1.704-2(i)(5), and (ii) such Capital Account shall be deemed to be decreased
        by
        the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4),
        (5)
        and (6).
  (d)  Gross
        Income Allocation .
        In the
        event any Member has a deficit Capital Account at the end of any Fiscal Year
        which is in excess of the sum of: (i) the amount such Member is obligated
        to
        restore pursuant to any provision of this Agreement and (ii) the amount
        such Member is deemed to be obligated to restore pursuant to the penultimate
        sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5),
        each
        such Member shall be specially allocated items of Gross Income in the amount
        of
        such excess as quickly as possible, *provided* , *that* an
        allocation pursuant to this Section 8.02(d) shall be
        made only if and to the extent that such Member would have a deficit Capital
        Account in excess of such sum after all other allocations provided for in
        this Section
        8.02 have
        been made as if Section
        8.02(c) and this Section
        8.02(d) were not
        contained in this Agreement.
  SECTION
        8.03. Curative
        Allocations .
        The
        allocations set forth in Section
        8.02 (the
        " **Regulatory
        Allocations** ")
        are
        intended to comply with certain requirements of the Treasury Regulations.
        It is
        the intent of the Members that, to the extent possible, all Regulatory
        Allocations shall be offset either with other Regulatory Allocations or with
        special allocations of other items of Company income, gain, loss or deduction
        pursuant to this Section
        8.03 .
  18
  Therefore,
        notwithstanding any other provision of this Article
        VIII (other
        than the Regulatory Allocations), the Members shall make such offsetting
        special
        allocations of Company income, gain, loss or deduction in whatever manner
        the
        Board of Managers determines appropriate so that, after such offsetting
        allocations are made, each Member's Capital Account balance is, to the extent
        possible, equal to the Capital Account balance such Member would have had
        if the
        Regulatory Allocations were not contained in this Agreement and all Company
        items were allocated pursuant to this Article
        VIII without
        regard to the Regulatory Allocations. In exercising its discretion under
        this Section
        8.03 ,
        the
        Board of Managers shall take into account future Regulatory Allocations under Section
        8.02 that,
        although not yet made, are likely to offset other Regulatory Allocations
        previously made under Section
        8.02 .
  SECTION
        8.04. Code
        Section 704(c) Tax Allocations .
        In
        accordance with Code Section 704(c) and the Treasury Regulations thereunder,
        income, gain, loss, and deduction with respect to any property contributed
        to
        the capital of the Company shall, solely for tax purposes, be allocated among
        the Members so as to take account of any variation between the adjusted basis
        of
        such property to the Company for federal income tax purposes and its Gross
        Asset
        Value at the time of its contribution. In the event the Gross Asset Value
        of any
        Company asset reflected in the Members' Capital Accounts is adjusted pursuant
        to
        the provisions above, subsequent allocations of income, gain, loss and deduction
        with respect to such asset shall take account of any variation between the
        adjusted basis of such asset for federal income tax purposes and the adjusted
        Gross Asset Value of such property as reflected in the Members' Capital Accounts
        in the same manner as under Code Section 704(c) and the Treasury Regulations
        thereunder. Allocations pursuant to this Section
        8.04 are
        solely for federal income tax purposes and shall not affect, or in any way
        be
        taken into account in computing, any Member's Capital Account or share of
        Net
        Income, Net Losses, or other items, or distributions pursuant to any provision
        of this Agreement. Except as otherwise provided in this Agreement, all items
        of
        Company income, gain, loss, deduction and any other allocations not otherwise
        provided for, shall be divided among the Members in the same proportions
        as they
        share Net Income, Net Losses, or amounts specially allocated pursuant to Sections
        8.03 or 8.04 ,
        as the
        case may be, for the Fiscal Year.
  SECTION
        8.05. Other
        Allocation Rules .
  (a)  Except
        as
        otherwise provided in Section
        8.04 and Article
        X ,
        for Tax
        purposes, each item of income, gain, loss and deduction will, to the extent
        appropriate, be allocated among the Members in the same manner as its
        correlative item of "book" income, gain, loss or deduction has been allocated
        pursuant to the other provisions of this Agreement.
  (b)  For
        purposes of determining the Net Income and Net Losses or any other items
        allocable to any period, Net Income and Net Losses and any such other items
        shall be determined on a daily, monthly or other basis, as determined by
        the Tax
        Matters Member using any method that is permissible under Code Section 706
        and
        the Treasury Regulations thereunder.
  19
  ARTICLE
        IX
  ELECTIONS
        AND REPORTS
 SECTION
        9.01. Accounting
        Books and Records .
  (a)  The
        Company shall keep on site at its principal place of business each of the
        following:
  (i)  separate
        books of account for the Company which shall show a true and accurate record
        of
        all costs and expenses incurred, all charges made, all credits made and
        received, and all income derived in connection with the conduct of the Company
        and the operation of its business in accordance with this
        Agreement;
  (ii)  a
        current
        list of the full name and last known business, residence, or mailing address
        of
        each Member, both past and present;
  (iii)  a
        copy of
        the Certificate of Formation, together with executed copies of any powers
        of
        attorney pursuant to which any amendment has been executed;
  (iv)  copies
        of
        the Company's federal, State, local and foreign income Tax returns and reports,
        if any;
  (v)  copies
        of
        this Agreement;
  (vi)  copies
        of
        any writings permitted or required under Section 18-502 of the Delaware Act
        regarding the obligation of a Member to perform any enforceable promise to
        contribute cash or property or to perform services as consideration for such
        Member's Capital Contribution; and
  (vii)  any
        written consents obtained from Members pursuant to Section 18-302 of the
        Delaware Act regarding action taken by Members without a meeting.
  (b)  The
        Company shall use the accrual method of accounting for Tax purposes and shall
        use GAAP in the preparation of its financial reports and shall keep its books
        and records in accordance with the foregoing.
  SECTION
        9.02. Reports . The
        Board of Managers shall be responsible for causing the preparation of financial
        reports of the Company, including the appointment of the Company's accountants,
        and the coordination of financial matters of the Company with the Company's
        accountants.
  SECTION
        9.03. Tax
        Elections .
        The
        taxable year will be the Fiscal Year, unless the Tax Matters Member determines
        another taxable year is required in order to comply with applicable laws.
        Unless
        otherwise provided in this Agreement, the Tax Matters Member will determine
        whether to make or revoke any available election pursuant to the Code.
  20
  SECTION
        9.04. Tax
        Controversies .
        US
        Holdings is designated the " **Tax
        Matters Member** "
        for the
        Company, and in such capacity shall be considered to be the "tax matters
        partner" within the meaning of Section 6231 of the Code. The Tax Matters
        Member
        is authorized and required to represent the Company (at the Company's expense)
        in connection with all examinations of the Company's affairs by Tax authorities,
        including resulting administrative and judicial proceedings, and to expend
        Company funds for professional services and costs associated therewith.
  SECTION
        9.05. Tax
        Status and Returns .
        Each of
        the parties hereto: (a) recognizes and intends that, for U.S. federal income
        tax
        purposes, the Company shall be treated as a partnership in which each Member
        is
        a partner and (b) agrees to refrain from taking or consenting to any action
        the
        result of which could result in the classification or treatment of the Company
        as anything other than a partnership in which each Member is a partner for
        U.S.
        federal income tax purposes. To the extent that any of the parties hereto
        is
        required to report any item of income, gain, loss, deduction, or credit relating
        to the Company for U.S. federal income tax purposes, such party shall report
        such item in a manner consistent with the Company's tax returns and
        statements.
  ARTICLE
        X
  DISSOLUTION
        AND LIQUIDATION
  SECTION
        10.01. Dissolution .
  (a)  The
        Company shall be dissolved and its affairs wound up only upon the happening
        of
        any of the following events (each a " **Dissolution
        Event** "):
 (i)  the
        sale
        or other disposition by the Company of all or substantially all of the assets
        it
        then owns in accordance with the terms of this Agreement; or
 (ii)  a
        Liquidation Event or the Bankruptcy of the Company; or
 (iii)  the
        entry
        of a decree of judicial dissolution under Section 18-802 of the Delaware
        Act;
  (b)  Dissolution
        of the Company shall be effective on the day on which the event occurs giving
        rise to such dissolution, but the Company shall not terminate until the
        winding-up of the Company has been completed, the assets of the Company have
        been Distributed as provided in Section
        10.02 and the
        Certificate of Formation shall have been canceled.
  SECTION
        10.02. Liquidation .
  (a)  Liquidator .
        Upon
        the occurrence of a Dissolution Event, the Board of Managers will appoint
        a
        Person to act as the "Liquidator", and such Person shall act as the Liquidator
        unless and until a successor Liquidator is appointed as provided in this Section
        10.02 .
  21
  The
        Liquidator will agree not to resign at any time without 30 days' prior written
        notice to the Board of Managers. The Liquidator may be removed at any time,
        for
        or without cause, by notice of removal and appointment of a successor Liquidator
        approved by the Board of Managers. Any successor Liquidator will succeed
        to all
        rights, powers and duties of the former Liquidator. The right to appoint
        a
        successor or substitute Liquidator in the manner provided in this Section
        10.02 will be
        recurring and continuing for so long as the functions and services of the
        Liquidator are authorized to continue under the provisions of this Agreement,
        and every reference in this Agreement to the Liquidator will be deemed to
        refer
        also to any such successor or substitute Liquidator appointed in the manner
        provided in this Section
        10.02 .
        The
        Liquidator shall receive reimbursement of its reasonable out-of-pocket expenses
        in performing its duties.
  (b)  Liquidating
        Actions .
        The
        Liquidator will liquidate the assets of the Company and apply and Distribute
        the
        proceeds of such liquidation, in the following order of priority, unless
        otherwise required by mandatory provisions of applicable law:
  (i)  first,
        to
        the payment in full of the Company's debts and obligations to its creditors
        (including Members) in order of the priority provided by law;
  (ii)  second,
        to the establishment of and additions to such reserves as the Board of Managers
        deems reasonably necessary or appropriate; and
  (iii)  third,
        after first giving effect to the allocations described in Section
        8.01 through Section
        8.03 and Section
        10.01 above,
        first to settle the Capital Accounts of the holders of Membership
        Interests.
  For
        the
        avoidance of doubt, the allocations and Distributions provided for in this
        Agreement are intended to result in the Capital Account of each Member
        immediately prior to the Distribution of the Company's assets pursuant to
        this Section
        10.02(b) being
        equal to the amount which such Member would be entitled to in accordance
        with
        the priority of Distributions under Section
        7.01(a) .
  (c)  Distribution
        in Kind .
        Notwithstanding the provisions of Section
        10.02(b) which
        require the liquidation of the assets of the Company, but subject to the
        order
        of priorities set forth in Section
        10.02(b) ,
        if upon
        dissolution of the Company the Board of Managers determines that an immediate
        sale of part or all of the Company's assets would be impractical or could
        cause
        undue loss to the Members, the Board of Managers may, in its sole discretion,
        defer the liquidation of any assets except those necessary to satisfy Company
        liabilities and reserves, and may, in its absolute discretion, Distribute
        to the
        holders of the Membership Interests, in lieu of cash, as tenants in common
        and
        in accordance with the provisions of Section
        10.02(b) ,
        undivided interests in such Company assets as the Liquidator deems not suitable
        for liquidation. Any such Distribution in kind will be subject to such
        conditions relating to the disposition and management of such properties
        as the
        Liquidator deems reasonable and equitable and to any agreements governing
        the
        operating of such properties at such time. For purposes of any such
        Distribution, the Fair Market Value of any property to be distributed shall
        be
        that value agreed to by a Majority in Interest and a majority of the Board
        of
        Managers.
  22
  (d)  Time
        to Wind Up .
        A
        reasonable time will be allowed for the orderly winding up of the business
        and
        affairs of the Company and the liquidation of its assets pursuant to Section
        10.02(b) in order
        to minimize any losses otherwise attendant upon such winding up. Distributions
        upon liquidation of the Company (or any Member's interest in the Company)
        and
        related adjustments will be made by the end of the Fiscal Year of the
        Liquidation (or, if later, within 90 days after the date of such liquidation)
        or
        as otherwise permitted by Treasury Regulation Section
        1.704-1(b)(2)(ii)(b).
  (e)  Termination .
        Upon
        completion of the Distribution of the assets of the Company as provided in Section
        10.02(b) hereof,
        the Company shall be terminated and the Liquidator shall cause the cancellation
        of the Certificate of Formation in the State of Delaware and of all
        qualifications and registrations of the Company as a foreign limited liability
        company in jurisdictions other than the State of Delaware and shall take
        such
        other actions as may be necessary to terminate the Company.
  ARTICLE
        XI
  TRANSFER
        OF MEMBERSHIP INTERESTS; CONVERSIONS
  SECTION
        11.01. Restrictions .
        Each
        Member acknowledges and agrees that such Member shall not Transfer, or create
        or
        suffer to exist any Encumbrance against, any Membership Interests except
        in
        accordance with the provisions of this Article XI .
        Any
        attempted Transfer or Encumbrance in violation of the preceding sentence
        shall
        be deemed void *ab*  *initio* and of
        no force or effect whatsoever, and the Company will not record any such Transfer
        or Encumbrance on its books or treat any purported transferee as the owner
        of
        such Membership Interests for any purpose.
  SECTION
        11.02. General
        Restrictions on Transfer . Notwithstanding anything to the contrary in this Agreement, no transferee
        of any
        Membership Interests received pursuant to a Transfer shall become a Member
        in
        respect of or be deemed to have any ownership rights in the Membership Interests
        so Transferred unless the purported transferee is admitted as a
        Member .
  (a)  Following
        a Transfer of any Membership Interests that is permitted under this Article
        XI ,
        the
        transferee of such Membership Interests shall succeed to the Capital Account
        associated with such Membership Interests and shall receive allocations and
        Distributions hereunder in respect of such Membership Interests. Notwithstanding
        the foregoing, Net Income and Net Losses and other items will be allocated
        between the transferor and the transferee according to Section 706 of the
        Code.
  (b)  Any
        Member who Transfers all of its Membership Interests: (i) shall cease to
        be a
        Member upon such Transfer, and (ii) shall no longer possess or have the power
        to
        exercise any rights or powers of a Member of the Company.
  23
  SECTION
        11.03. Procedures
        for Transfer .
        Subject
        in all events to the general restrictions on Transfers contained in this Article
        XI ,
        , a
        Member may Transfer all or any part of its Membership Interests in accordance
        with the following conditions:
  (a)  No
        Transfer of Membership Interests may be completed until the prospective
        transferee is admitted as a Member of the Company by executing and delivering
        to
        the Secretary of the Company a Joinder. Upon execution of a Joinder, the
        amendment of the Members Schedule by the Secretary of the Company and the
        satisfaction of any other applicable conditions, such prospective transferee
        shall be admitted as a Member and deemed listed as such on the books and
        records
        of the Company and thereupon the Company shall reissue the applicable Membership
        Interests in the name of such prospective transferee.
 (b)  The
        transferor and transferee shall furnish the Company with the transferee's
        taxpayer identification number, sufficient information to determine the
        transferee's initial tax basis in the Membership Interest transferred, and
        any
        other information reasonably necessary to permit the Company to file all
        required federal and State tax returns and other legally required information
        statements or returns. Without limiting the generality of the foregoing,
        the
        Company shall not be required to make any distribution otherwise provided
        for in
        this Agreement with respect to any transferred Membership Interests until
        it has
        received such information.
  SECTION
        11.04. Limitations . Notwithstanding anything to the contrary in this Agreement, no Membership
        Interest may be Transferred and the Company may not issue any Membership
        Interest unless: (i) such Transfer or issuance, as the case may be, shall
        not affect the Company's existence or qualification as a limited liability
        company under the Delaware Act, (ii) such Transfer or issuance, as the case
        may
        be, shall not cause the Company to be classified as other than a partnership
        for
        United States federal income tax purposes and (iii) such Transfer or issuance,
        as the case may be, shall not result in a termination of the Company under
        Code
        Section 708, unless the Board of Managers determines that any such termination
        will not have a material adverse impact on the Members.
  ARTICLE
        XII
  INDEMNIFICATION
  SECTION
        12.01. Right
        to Indemnification  .
        Subject
        to the limitations and conditions as provided in this Article
        XII each
        Person (for purposes of this Article
        XII ,
        the
        term “Person” shall include only natural persons) who was or is made a party or
        is threatened to be made a party to or is involved in any threatened, pending
        or
        completed action or other proceeding, whether civil, criminal, administrative,
        arbitrative or investigative, or any appeal in such a proceeding or any inquiry
        or investigation that could lead to such a proceeding (hereafter a “ **Proceeding** ”)
        , by
        reason of the fact that such Person, or a Person of whom he or she is the
        legal
        representative, is or was a Manager or Officer, or while such Manager or
        Officer
        is or was serving at the request of the Company as a member, director, manager,
        officer, partner, venturer, proprietor, trustee, employee, agent or similar
        functionary of another foreign or domestic corporation, limited liability
        company, joint venture, partnership, trust,
  24
  sole
        proprietorship, employee benefit plan or other enterprise, shall be indemnified
        by the Company to the fullest extent permitted by applicable law, as the
        same
        exists or may hereafter be amended against judgments, penalties (including
        excise and similar taxes and punitive damages), fines, settlements and
        reasonable expenses (including, without limitation, attorneys' fees) actually
        incurred by such Person in connection with such Proceeding and indemnification
        under this Article
        XII shall
        continue as to a Person who has ceased to serve in the capacity which initially
        entitled such Person to indemnity hereunder. It is expressly acknowledged
        that
        the indemnification provided in this Article
        XII could
        involve indemnification for negligence or under theories of strict
        liability.
  SECTION
        12.02. Limitation
        on Indemnification . Subject
        to applicable law, notwithstanding any language in this Article
        XII to the
        contrary, in no event shall any Person be entitled to indemnification pursuant
        to this Article
        XII if it is
        established or admitted:
  (a)  in
        a
        final judgment of a court of competent jurisdiction; or
 
 (b)  by
        such
        Person in any affidavit, sworn statement, plea arrangement or other cooperation
        with any government or regulatory authority that:
  (i)  the
        Person’s acts or omissions that would otherwise be subject to indemnification
        under this Article
        XII were
        committed in bad faith or were the result of active and deliberate dishonesty;
        or
  (ii)  such
        Person personally gained a profit to which he or she was not legally entitled
        with an action or omission that would otherwise be subject to indemnification
        pursuant to this Article
        XII .
  SECTION
        12.03. Advancement
        of Expenses . The right
        to
        indemnification conferred in this Article
        XII shall
        include the right to be paid or reimbursed by the Company the reasonable
        expenses incurred by a Person of the type entitled to be indemnified above
        who
        was, is or is threatened to be made a named defendant or respondent in a
        Proceeding in advance of the final disposition of the Proceeding, without
        any
        determination as to such Person's ultimate entitlement to indemnification
        under,
        upon receipt of a written affirmation by such Person of such Person's good
        faith
        belief that such Person has met the standard of conduct necessary for
        indemnification under applicable law and this Article
        XII and a
        written undertaking by or on behalf of such Person to repay all amounts so
        advanced if it shall ultimately be determined that such Person is not entitled
        to be indemnified by the Company under this Article
        XII or if
        such indemnification is prohibited by applicable law .
  SECTION
        12.04. Indemnification
        of Employees and Agents . The
        Company by adoption of a
        resolution by the Board of Managers, may indemnify and
        advance expenses to an employee or agent of the Company to the same extent
        and
        subject to the same conditions under which it may indemnify and advance expenses
        to any Manager or Officer under this Article
        XII ;
        and the
        Company, by adoption of a resolution by the Board of Managers, may  indemnify
        and advance expenses to any Person who is or was not a Manager, Officer, employee
        or agent of the Company but who is
        or was
        serving at the request of the Company as a member, manager, director, officer,
        partner, venturer, proprietor, trustee, employee, agent or similar functionary
        of another foreign or domestic limited liability company, partnership,
        corporation, partnership, joint venture, sole proprietorship, trust, employee
        benefit plan or other enterprise against any liability asserted against such
        Person and incurred by such Person in such a capacity or arising out
        of
  25
  such
        Person's status as such to the same extent and subject to the same conditions
        that the Company may indemnify and pay any advance expenses to any Manager
        or
        Officer under this Article
        XII .
  SECTION
        12.05. Appearance
        as a Witness .
        Notwithstanding any
        other
        provision of this Article
        XII ,
        the
        Company may pay or reimburse expenses incurred by a Manager, Officer, employee,
        agent or other Person in connection with his or her appearance as a witness
        or
        other participation in a Proceeding at a time when he or she is not a named
        defendant or respondent in the Proceeding.
  SECTION
        12.06. Nonexclusivity
        of Rights .
        The indemnification
        and advancement and payment of expenses provided by this Article
        XII shall
        not be deemed exclusive of any other rights to which a Manager, Officer or
        other
        Person indemnified pursuant to this Article
        XII may have
        or hereafter acquire under any law (common or statutory), provision of this
        Agreement, any agreement or otherwise .
  SECTION
        12.07. Contract
        Rights .
        The
        rights granted pursuant to this Article
        XII shall be
        deemed to be contract rights, and no amendment, modification or repeal of
        this Article
        XII shall
        have the effect of limiting or denying any such rights with respect to actions
        taken or Proceedings arising prior to any such amendment, modification or
        repeal.
  SECTION
        12.08. Insurance .
        The
        Company may purchase and maintain insurance or another arrangement, at its
        expense, on behalf of itself or any Person who is or was serving as a Manager,
        Officer, employee or agent of the Company, or is or was serving at the request
        of the Company as a member, manager, director, officer, partner, venturer,
        proprietor, trustee, employee, agent or similar functionary of another foreign
        or domestic limited liability company, partnership, corporation, joint venture,
        sole proprietorship, trust, employee benefit plan or other enterprise, against
        any liability, expense or loss, whether or not the Company would have the
        power
        to indemnify such Person against such liability, expense or loss under the
        provisions of this Article
        XII .
  SECTION
        12.09. Savings
        Clause .
        If this Article
        XII or any
        portion of this Agreement shall be invalidated on any ground by any court
        of
        competent jurisdiction, then the Company shall nevertheless indemnify and
        hold
        harmless each Manager, Officer or any other Person indemnified pursuant to
        this Article
        XII as to
        costs, charges and expenses (including attorneys' fees), judgments, fines
        and
        amounts paid in settlement with respect to any action, suit or Proceeding,
        whether civil, criminal, administrative or investigative, to the fullest
        extent
        permitted by any applicable portion of this Article
        XII that
        shall not have been invalidated and to the fullest extent permitted by
        applicable law.
  For
        purposes of this Article
        XII ,
        the
        terms “Company” shall include any predecessor of the Company and any constituent
        entity (including any constituent of a constituent) absorbed by the Company
        in a
        consolidation or merger; the terms “other enterprise” shall include any
        corporation, limited liability company, partnership, joint venture, trust
        or
        employee benefit plan; service “at the request of the Company” shall include
        service as an Officer, Manager, Member or employee of the Company which imposes
        duties on, or involves
  26
  services
        by, such Officer, Manager, Member or employee with respect to an employee
        benefit plan, its participants or beneficiaries; any excise taxes assessed
        on a
        Person with respect to an employee benefit plan shall be deemed to be
        indemnifiable expenses; and action by a Person with respect to an employee
        benefit plan which such Person reasonably believes to be in the interest
        of the
        participants and beneficiaries of such plan shall be deemed to be action
        not
        opposed to the best interests of the Company.
  ARTICLE
        XIII
  MISCELLANEOUS
  SECTION
        13.01. Notices
  (a)  All
        notices, requests, claims, demands and other communications under or in
        connection with this Agreement shall be given to or made upon: (i) any Member,
        at such Member's address set forth on the Members Schedule and (ii) the Company
        at the following addresses (or in any case to such other address as the
        addressee may from time to time designate in writing to the
        sender):
  TXU
        Energy Company LLC
 1601
        Bryan Street
 Dallas,
        TX 75201
 (b)  All
        notices, requests, claims, demands and other communications under or in
        connection with this Agreement shall be in writing and shall be deemed
        effectively given: (i) upon personal delivery or delivery by courier to the
        party to be notified, (ii) three Business Days after deposit with the United
        States Post Office, by registered or certified mail, return receipt requested,
        postage prepaid and addressed as provided in Section
        13.01(a) and
        (iii) one Business Day after receipt of confirmation if such notice is sent
        by
        facsimile.
  SECTION
        13.02. No
        Action for Partition .
        No
        Member shall have any right to maintain any action for partition with respect
        to
        any property of the Company.
  SECTION
        13.03. Headings
        and Sections .
        The
        descriptive headings in this Agreement are inserted for convenience only
        and are
        in no way intended to describe, interpret, define, or limit the scope, extent
        or
        intent of this Agreement or any provision of this Agreement. Unless the context
        requires otherwise, all references in this Agreement to Sections, Articles,
        Exhibits or Schedules shall be deemed to mean and refer to Sections, Articles,
        Exhibits or Schedules of or to this Agreement.
  SECTION
        13.04. Amendments .
        This
        Agreement may not be amended, supplemented, modified or restated nor may
        any
        provision herein be waived without the express unanimous written consent
        of the
        Board of Managers. In addition, any amendment to this Section
        13.04 shall
        also require the prior written consent of each Member. Any waiver of any
        term or
        condition shall not be construed as a waiver of any subsequent breach or
        a
        subsequent waiver of the same term or condition, or a waiver of any other
        term
        or condition of this Agreement.
  27
  The
        failure of any Member to assert any of their respective rights hereunder
        shall
        not constitute a waiver of any of such rights. All rights and remedies existing
        under this Agreement are cumulative to, and not exclusive of, any rights
        or
        remedies otherwise available.
  SECTION
        13.05. Binding
        Effect .
        Except
        as otherwise provided in this Agreement, every covenant, term and provision
        of
        this Agreement shall be binding upon and inure to the benefit of the Members
        and
        their respective distributees, heirs, legal representatives, executors,
        administrators, successors and permitted assigns.
  SECTION
        13.06. Governing
        Law .
        This
        Agreement will be governed by, and construed in accordance with, the laws
        of the
        State of Delaware.
  SECTION
        13.07. Certificate
        of Formation .
        The
        Certificate of Formation is incorporated by reference and hereby made a part
        of
        this Agreement. In the event of any conflict between the Certificate of
        Formation and this Agreement, the provisions of this Agreement shall govern
        to
        the extent not contrary to law.
  SECTION
        13.08. Severability .
        If any
        term or provision of this Agreement is held to be illegal, invalid or
        unenforceable under the present or future laws effective during the term
        of this
        Agreement, such term or provision will be fully severable, and this Agreement
        will be construed and enforced as if such illegal, invalid or unenforceable
        term
        or provision had never comprised a part of this Agreement, and the all other
        terms and provisions of this Agreement will nevertheless remain in full force
        and effect and will not be affected by the illegal, invalid or unenforceable
        term or provision or by its severance from this Agreement. Upon such
        determination that any term or provision is invalid, illegal or unenforceable,
        the Members shall negotiate in good faith to modify this Agreement so as
        to
        effect the original intent of the Members as closely as possible in an
        acceptable manner in order that the transactions contemplated by this Agreement
        are consummated as originally contemplated to the greatest extent
        possible.
  SECTION
        13.09. Additional
        Documents and Acts .
        Each
        Member agrees to execute and deliver such additional documents and instruments
        and to perform such additional acts as may be reasonably necessary or
        appropriate to effectuate, carry out and perform all of the terms, provisions
        and conditions of this Agreement and the transactions contemplated
        hereby.
  SECTION
        13.10. No
        Third Party Beneficiaries .
        Except
        for the provisions of Article
        XII relating
        to indemnification, this Agreement shall be binding upon and inure solely
        to the
        benefit of the Members and their respective successors and assigns, nothing
        herein, express or implied, is intended to or shall confer upon any other
        Person
        any legal or equitable right, interest, claim or benefit, of any nature
        whatsoever, under or on account of this Agreement.
  28
  
 IN
        WITNESS WHEREOF, the Member has caused this Agreement to be executed by its
        officer or other representatives thereunto duly authorized, as of the date
        first
        above written.
 TXU
                  US HOLDINGS COMPANYBy:
              /s/
                Anthony HortonName: 
                  Anthony HortonTitle: 
                  Treasurer & Assistant TreasurerTXU
                  ENERGY HOLDINGS COMPANYBy:
              /s/
                Anthony HortonName:
                  Anthony HortonTitle: 
                  Treasurer & Assistant Treasurer
 
 
 
  29
   **Schedule
        A**
 **MEMBERS
        SCHEDULE**
 
 Name,
                  Address and Facsimile Number of Member
              
              Percentage
                  of Membership Interests OwnedTXU
                  US Holdings Company
                1601
                  Bryan Street,
                Dallas,
                  TX 75201
              
              99%TXU
                  Energy Holdings Company
                1601
                  Bryan Street,
                Dallas,
                  TX 75201
              
              1%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
   **EXHIBIT
        A**
 **FORM
        OF JOINDER TO**
 **LIMITED
        LIABILITY COMPANY AGREEMENT**
 THIS
        JOINDER to the Third Amended and Restated Limited Liability Company Agreement
        of
        TXU Energy Company LLC, a Delaware limited liability company (the " **Company** "),
        dated
        as of September 29, 2006, as amended or restated from time to time, by and
        among
        and the Members of the Company (the " **Agreement** "),
        is
        made and entered into as of _________ by and between the Company and
        _______________ ( the " **Holder** ").
        Capitalized terms used herein but not otherwise defined shall have the meanings
        set forth in the Agreement.
  WHEREAS,
        on the date hereof, the Holder has acquired **Membership
        Interests** from
        _______________ and the Agreement and the Company require the Holder, as
        the
        holder of such **Membership
        Interests** ,
        to
        become a party to the Agreement, and the Holder agrees to do so in accordance
        with the terms hereof.
  NOW,
        THEREFORE, in consideration of the mutual covenants contained herein and
        other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties of this Joinder hereby agree as follows:
  1.
              Agreement
                  to be Bound.
                  The Holder hereby: (a) acknowledges that it has received and reviewed
                  a
                  complete copy of the Agreement and (b) agrees that upon execution
                  of this
                  Joinder, it shall become a party to the Agreement and shall be
                  fully bound
                  by, and subject to, all of the covenants, terms and conditions
                  of the
                  Agreement as though an original party thereto and shall be deemed,
                  and is
                  hereby admitted as, a Member for all purposes thereof and entitled
                  to all
                  the rights incidental thereto.
 2.
              Members
                  Schedule.
                  For purposes of the Members Schedule, the address of the Holder
                  is as
                  follows:
  **[Name]**
 **[Address]**
 **[Facsimile
        Number]**
 
 **3.**
              **Governing
                  Law****.
                  This Agreement and the rights of the parties hereunder shall be
                  interpreted in accordance with the laws of the State of Delaware,
                  and all
                  rights and all remedies shall be governed by such
                  laws.**
 4.
              Descriptive
                  Headings.
                  The descriptive headings of this Joinder are inserted for convenience
                  only
                  and do not constitute a part of this
                  Joinder
 [      ]By:Name:Title: