<PAGE>

                                                                 Exhibit 10(q)


                                       TXU
                       SPLIT-DOLLAR LIFE INSURANCE PROGRAM


SECTION 1.        PURPOSE
                  -------

1.1      Purpose. The TXU Split-Dollar Life Insurance Program (the "Plan") was
         -------
         established effective July 1, 1995, was amended and restated effective
         August 1, 1997, May 12, 2000, and August 17, 2001, and is hereby
         amended and restated effective December 31, 2003. The purpose of the
         Plan is to provide eligible executives of Participating Employers with
         insurance on the life of each such executive in recognition of the
         contributions of such executives to the Company and for the purpose of
         continuing to maintain a competitive level of benefits. This Plan is
         designed as an "unfunded or insured welfare" plan maintained by the
         Company "for the purpose of providing benefits for a select group of
         management or highly compensated employees" and, therefore, is designed
         to be exempt from the reporting and disclosure requirements of Part 1
         of Title I of the Employee Retirement Income Security Act of 1974
         ("ERISA"). Regulation Section 2520.104-24 of the Department of Labor.

SECTION 2.        DEFINITIONS

2.1      Definitions.  Whenever used hereinafter, the following terms shall
         -----------
         have the meanings set forth below:

         (a)      "AIP Award" means the award provided under the TXU Annual
                  -----------
                  Incentive Plan.

         (b)      "Beneficiary" means the person or persons designated by the
                  -------------
                  Participant to receive the Benefit payable from the Policy
                  upon the death of the Participant.

         (c)      "Benefit" means the benefits payable to a Participant, under
                  --------
                  the terms of the Plan from the Policy of life insurance issued
                  on the life of the Participant pursuant to Section 5.1 hereof.

         (d)      "Board of Directors" means the Board of Directors of the
                  --------------------
                  Company.

         (e)      "Business Unit" means a subsidiary, division or operating unit
                  ---------------
                  of the Company designated by the Chief Executive of the
                  Company which will focus on its own unique products, services
                  and markets.

         (f)      "Change in  Control"  means a change in control of the
                  --------------------
                  Company of a nature  that would be  required to be
                  reported in response to Item 1(a) of the Securities and
                  Exchange Commission Form 8-K, as in effect on the date hereof,
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934, as amended ("Exchange Act"), or would have been
                  required to be so reported but for the fact that such event
                  had been "previously reported" as that term is defined in
                  Rule 12b-2 of Regulation 12B under the Exchange Act; provided
                  that, without limitation, such a change in control shall be
                  deemed to have occurred if: (i) any Person is or becomes the
                  beneficial owner (as defined in Rule 13-d3 under the Exchange


                                       1
<PAGE>


                  Act), directly or indirectly,  of securities of the Company
                  representing  20% or more of the combined voting power of the
                  Company's then outstanding securities  ordinarily (apart from
                  rights accruing under special circumstances) having the right
                  to vote at elections of directors ("Voting Securities"); or
                  (ii) individuals who constitute the Board of Directors on the
                  date hereof (the "Incumbent Board") cease for any reason to
                  constitute at least a majority thereof, provided that any
                  person becoming a director subsequent to the date hereof
                  whose election, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least three-
                  quarters of the directors comprising the Incumbent Board
                  (either by a specific vote or by approval of the proxy
                  statement of the Company in which such person is named as a
                  nominee for director, without objection to such nomination)
                  shall be, for purposes of this clause (ii), considered as
                  though such person were a member of the Incumbent Board; or
                  (iii) a recapitalization of the Company occurs which results
                  in either a decrease by 33% or more in the aggregate
                  percentage ownership of Voting Securities held by Independent
                  Shareholders (on a primary basis or on a fully diluted basis
                  after giving effect to the exercise of stock options and
                  warrants) or an increase in the aggregate percentage
                  ownership of Voting Securities held by non-Independent
                  Shareholders (on a primary basis or on a fully diluted basis
                  after giving effect to the exercise of stock options and
                  warrants) to greater than 50%; or (iv) all or  substantially
                  all of the assets of the Company are liquidated or
                  transferred to an unrelated party; or (v) the Company is a
                  party to a merger, consolidation, reorganization or other
                  business combination transaction pursuant to which the
                  Company is not the surviving ultimate parent entity; or
                  (vi) the Company is a party to a merger, consolidation,
                  reorganization or other business combination transaction
                  which requires the approval of the shareholders of the
                  Company and which results in an increase of 20% or more in
                  the number of Voting Securities outstanding.  For purposes of
                  this definition, the term "Person" shall mean and include any
                  individual, corporation, partnership, group, association or
                  other "person", as such term is used in Section 14(d) of the
                  Exchange Act, other than the Company, a subsidiary of the
                  Company or any employee benefit plan(s) sponsored or
                  maintained by the Company or any subsidiary thereof, and the
                  term "Independent Shareholder" shall mean any shareholder of
                  the Company except any employee(s) or director(s)of the
                  Company or any employee benefit plan(s) sponsored or
                  maintained by the Company or any subsidiary thereof.

(g)               "Collateral Assignment" means the document assigning an
                  -----------------------
                  interest in the Policy to the Company, as set forth in Section
                  4.4 herein, a form of which document is attached as Exhibit A
                  and incorporated herein.

(h)               "Committee" means the administrative committee contemplated in
                  -----------
                  Section 9.1 hereof whose members shall be appointed from time
                  to time by the Board of Directors.

(i)               "Company" means TXU Corp., its successors and assigns.
                  ---------

                                       2
<PAGE>

(j)               "Compensation" means the annual rate of base salary,
                  --------------
                  calculated without regard to any deferrals, as of:
                  (i) with respect to Plan Years beginning on or prior to
                  April 1, 2001, the June 1 immediately preceding  the Plan
                  Year; and (ii) with respect to Plan Years beginning on and
                  after April 1, 2002, the March 1 immediately preceding the
                  Plan Year, plus, in either case, the average of the
                  AIP Award over the immediately preceding three-year period;
                  provided, however, no more than the Target Award Level, as
                  defined and provided for under the AIP will be included in
                  such average and, in years prior to the accumulation of AIP
                  Award data for the immediately preceding three-year period,
                  the average shall be determined with data for such shorter
                  period.

(k)               "Disability Plan" means the TXU Long-Term Disability Income
                  -----------------
                  Plan, or any successor plan providing long-term disability
                  benefits and covering Participants.

(l)               "Early Termination" means any one or more of the following:
                  -------------------
                  (1) termination of employment with the Company or ceasing to
                  meet the criteria of an Eligible Employee prior to reaching
                  age fifty-five and obtaining fifteen years of Accredited
                  Service (as defined in the Retirement Plan); (2) termination
                  of employment with the Company or ceasing to meet the criteria
                  of an Eligible Employee prior to becoming fully vested in the
                  Benefit as set forth in Section 5.2 hereof; or (3) termination
                  for cause, as determined, for purposes of the Plan, solely in
                  the discretion of the Plan Administrator.

(m)               "Executive Officer" means an executive officer within the
                  -------------------
                  meaning of Section 402 of the Sarbanes-Oxley Act of 2002.

(n)               "Eligible Employee" means: (i) for Plan Years beginning on or
                  -------------------
                  prior to April 1, 2001, an individual who is elected as a
                  corporate officer of a Participating Employer with a title of
                  Vice President or above; and (ii) for Plan Years beginning on
                  and after April 1, 2002, an officer of a Participating
                  Employer who is designated in the Company's internal records
                  as a category A, B, or C officer as determined by the
                  Company in its sole discretion; provided that no additional
                  employees will become Eligible Employees or Participants
                  in this Plan from and after December 31, 2003.
                  Individuals who become Eligible Employees will be notified of
                  their eligibility to participate in this Plan.

(o)               "Insurer" means the insurance company or companies selected by
                  ---------
                  the Committee to issue Policies pursuant to the Participation
                  Agreements hereunder.

(p)               "Participant" means an Eligible Employee who enters into a
                  -------------
                  Participation Agreement with the Company and whose
                  Participation Agreement has not terminated.

(q)               "Participating Employer" means the Company and each of its
                  ------------------------
                  subsidiaries, affiliates or Business Units which are approved
                  by the Committee for participation in the Plan. The
                  Participating Employers, as of the date of this restatement of
                  this Plan, are listed on Exhibit "C" attached hereto.

                                       3
<PAGE>

(r)               "Participation Agreement" or "Agreement" means the agreement
                  -------------------------
                  between the Participant and the Company for performance of
                  obligations incident to the provision of Benefits, a form of
                  which document is attached as Exhibit B and incorporated
                  herein. The form of the Participation Agreement may be changed
                  from time to time by the Committee.

(s)               "Plan Administrator" means the person(s) or entities appointed
                  --------------------
                  to assist the Committee in carrying out the operations of the
                  Plan.

(t)               "Plan Retirement Date" means April 1 immediately following the
                  ----------------------
                  Participant's attainment of age sixty-five.

(u)               "Plan Year" means, with respect to Plan Years beginning on or
                  ----------
                  prior to April 1, 2001, the twelve-month period beginning
                  April 1 and ending June 30. The Plan Year beginning April 1,
                  2001, shall be a short Plan Year ending on March 31, 2002,
                  and, thereafter, Plan Year shall mean the twelve-month period
                  beginning April 1 and ending March 31.

(v)               "Policy" and "Policies" means the policy or policies of life
                  --------     ----------
                  insurance issued pursuant to the Participation Agreements
                  hereunder and shall include any substitutions, replacements,
                  additional or supplemental policies. In certain interim
                  situations, as set forth in the Participation Agreements,
                  "Policy" means term life insurance.

(w)               "Retirement Plan" means the TXU Retirement Plan.
                  -----------------

(x)               "Trust" means the rabbi trust established by TXU Corp. to
                  -------
                  assist it in meeting its obligations under the Plan.

(y)               "Trustee" means the trustee appointed by the Committee to hold
                  ---------
                  assets of the Plan.

SECTION 3.        ELIGIBILITY
                  -----------

         Each Eligible Employee who shall not have attained the age of
sixty-five may become a Participant in the Plan effective as of: (i) with
respect to Plan Years beginning on or prior to July 1, 2001, the April 1
immediately following their becoming an Eligible Employee; and (ii) with respect
to Plan Years beginning on and after April 1, 2002, the April 1 immediately
following their becoming an Eligible Employee, in either case by executing a
Participation Agreement and filing such Participation Agreement with the Plan
Administrator, as evidenced in the records of the Plan Administrator.
Notwithstanding the foregoing, no new Participants will be admitted under the
Plan from and after December 31, 2003.

SECTION 4.        POLICIES
                  --------

4.1      Issuance. Each Participant, pursuant to the Participation Agreement,
         --------
         will take the required actions set forth in the Participation Agreement
         to cause a Policy to be issued by the Insurer on the life of the
         Participant and to be maintained in force at all times to provide the
         Benefits set forth herein.

                                       4
<PAGE>

4.2      Ownership. Subject to the Collateral Assignment of the Policy to the
         ---------
         Company, each Participant or such Participant's designee shall be the
         owner of the Policy ("Owner") on such Participant's life issued
         pursuant to the applicable Participation Agreement and, as such Owner
         and subject to Sections 8.2 and 10.2 herein, may exercise all rights of
         ownership with respect to such Policy.

4.3      Payment of Premiums. All premiums on the Policies acquired pursuant to
         -------------------
         Participation Agreements hereunder shall be promptly paid by the
         Company when and as they become due in accordance with and subject to
         the applicable Participation Agreement. The Company may pay such
         premiums from general corporate assets or it may choose to pay such
         premiums from Trust assets; provided that, upon and following a Change
         in Control, the provisions of Section 11 hereof shall control.
         Beginning August 1, 2002, no additional premiums will be paid on a
         split-dollar life insurance basis with regard to Executive Officers;
         provided that, from and after such date, premiums on Policies will be
         paid in accordance with Addendum 1 to this Plan. The provisions of this
         Plan, however, shall continue to apply, without modification, to the
         Policies and premium payments made with respect to Executive Officers
         prior to such date.

         It is the Company's intention that the Company's financial obligation
         with respect to each Policy will be structured to be terminated upon
         the later of: (1) the Participant's fifteenth year of full
         participation in the Plan, as set forth in Section 5.4 herein; or (2)
         the Participant's attainment of age sixty-five, at which time the
         Policy is expected to have a cash surrender value sufficient, at least,
         to maintain the Policy in force at its level at such time.

4.4      Collateral Assignment of Policy. As security for the Participant's
         -------------------------------
         obligations under the Participation Agreement, each Participant shall
         assign to the Company, by Collateral Assignment, an interest in the
         cash value and Benefits of the Policy on such Participant's life. The
         Collateral Assignment of any Policy shall be in the form(s) approved,
         from time to time, by the Company in its sole discretion.

SECTION 5.        BENEFITS
                  --------

5.1      Level. Benefits, subject to the Collateral Assignment and, for
         -----
         individuals who become Eligible Employees on or after October 15, 1996,
         to the vesting schedule set forth in Section 5.2 below, shall be
         payable from the Policy. The amount of the Benefit provided under the
         Policy with respect to each Participant shall be determined in
         accordance with provisions of subsection 5.1(a) or 5.1(b) below, as
         applicable.

         (a)      Individuals who Become Participants after January 1, 2002. For
                  ---------------------------------------------------------
                  Eligible Employees who become Participants after January 1,
                  2002, the Benefit provided for under the Policy shall be an
                  amount equal to a multiple of the Participant's Compensation
                  depending on the Participant's officer category as set forth
                  in the following table:


                                       5
<PAGE>


                   Participant's Officer Category                 Benefit
                   ------------------------------                 -------
                                A                          4 x Compensation
                                B                          3 x Compensation
                                C                          2 x Compensation

                  The determination of a Participant's officer category shall be
                  made by the Company in its sole discretion using such factors
                  as it may deem appropriate and all decisions of the Company
                  shall be final and binding on all parties. Each Participant's
                  Benefit amount shall be communicated to him upon his becoming
                  a Participant hereunder, and shall be subject to change in
                  accordance with the table set forth above in the event, and to
                  the extent, that a Participant's officer category changes.

         (b)      Individuals who Become Participants before January 1, 2002.
                  For Eligible Employees who become Participants before
                  January 1, 2002, a determination will be made as to the
                  vested portion of each such Participant's Benefit as of
                  January 1, 2002. The Benefit which shall be available to
                  such Participants hereunder shall be the greater of:
                  (i) such vested Benefit amount; or (ii) the Benefit provided
                  for in the table set forth in subsection 5.1(a) above,
                  provided that each such Participant shall be entitled to a
                  Benefit of not less than 2 x Compensation.  If, pursuant to
                  the preceding sentence, a Participant is entitled to a Benefit
                  greater than his vested Benefit as of January 1, 2002,  he
                  shall be required to vest in the difference between
                  such vested Benefit and the Benefit to which he is entitled
                  under the preceding sentence in accordance with the vesting
                  schedule set forth in Section 5.2 below.  Notwithstanding
                  any other provision  herein, an Early Termination shall not be
                  deemed to have occurred merely because a Participant covered
                  under this subsection 5.1(b) is not, as of January 1, 2002,
                  designated as a category A, B or C officer or he ceases at
                  any time thereafter to be so designated.

                  A Participant's Benefit shall not be decreased because of
                  lower Compensation; provided that, the Company reserves the
                  right to adjust the face amount of any Policy which cannot be
                  issued by the Insurer under standard cost in the following
                  manner: to the extent that the premium would exceed one
                  hundred and fifty percent (150%) of the standard cost
                  ("Premium Amount"), the Committee may reduce the face amount
                  of coverage to the level such Premium Amount would purchase or
                  in such other manner as the Committee deems appropriate.

5.2      Vesting. Individuals who become Eligible Employees on or after October
         -------
         15, 1996, shall not be immediately fully vested in the Benefit, but
         shall vest in the Benefit periodically over time based on the number of
         years of their participation in the Plan in accordance with the vesting
         schedule set forth below:


                                       6
<PAGE>



            Number of Full Years of    Percentage of Death Benefit of Policy
           Participation In the Plan       To Which Participant is Vested
           -------------------------       ------------------------------
               Under 2 Full Years                        0%
             Completion of 2 Years                      25%
             Completion of 3 Years                      50%
             Completion of 4 Years                      75%
             Completion of 5 Years                      100%


5.3      Company's Limited Obligation. The Company shall have no further
         ----------------------------
         obligation to provide Benefits other than to pay premiums under Section
         4.3 herein to maintain the Policy at the level set forth in Section 5.1
         herein. Notwithstanding the foregoing, the Company shall not pay
         premiums on Policies for Executive Officers on a split-dollar basis
         from and after August 1, 2002. Premium payments on Policies for
         Executive Officers shall, from and after August 1, 2002, be made only
         in accordance with the provisions of Addendum 1 to this Plan. The
         Participant, other Owner, or, in the event of the Participant's death,
         the Beneficiary shall look solely to the Insurer and the Policy for
         payment of Benefits under the Plan.

5.4      Termination of Agreement. As set forth in the Participation Agreement,
         ------------------------
         the Agreement shall terminate on the earlier of (a) Early Termination,
         (b) death of the Participant, (c) the April 1 following the later of
         (i) obtaining age sixty-five or (ii) fifteen years of full
         participation in the Plan, or (d) termination of the Plan by the Board
         of Directors. Full participation in the Plan shall not include the
         period during which the Policy is a policy of term life insurance.

5.5      Distribution. If the Agreement terminates because of Early Termination,
         ------------
         the Participant will pay to the Company an amount equal to the lesser
         of (a) the total amount of premiums paid with respect to the vested
         portion of the Policy; or (b) the cash surrender value of the vested
         portion of the Policy. Upon receipt of this amount, the Company will
         release the Collateral Assignment with respect to the vested portion of
         the Policy. If the Policy is comprised of more than one life insurance
         policy, the Committee will determine in its sole discretion how and in
         which order such life insurance policies will vest. The Policy or the
         balance, if any, payable under the Policy will then be fully
         distributable according to the terms of the Policy.

         Notwithstanding anything herein seemingly to the contrary, in the event
         that the Participant retires under the Retirement Plan, ceases to be an
         Eligible Employee upon reaching age fifty-five and fifteen years of
         Accredited Service, or becomes eligible for benefits under the
         Disability Plan, such Participant will remain a Participant in the Plan
         until the Participation Agreement otherwise terminates. Retirement
         under the Retirement Plan, in general, is retirement upon obtaining age
         fifty-five and fifteen years of Accredited Service, if early, or upon
         obtaining age sixty-five.

                                       7
<PAGE>

         If the Agreement terminates because of reasons other than Early
         Termination, the Company will receive the total amount of premiums paid
         with respect to the Policy from the cash surrender value or, in the
         event of the Participant's death, the Company will receive the amount
         in excess of the level of the vested Benefits payable from the proceeds
         of the Policy. The Participant, if such amount is not paid directly to
         the Company by the Insurer, agrees, pursuant to the Participation
         Agreement, to reimburse the Company for such amount. Upon receipt of
         this amount, the Company will release the Collateral Assignment with
         respect to the Policy. The Policy or the balance, if any, payable under
         the Policy, or, in the event of the Participant's death, the level of
         the vested Benefits payable from the proceeds of the Policy will be
         fully distributable according to the terms of the Policy.

         Notwithstanding any other provision of this Plan or of any Agreement,
         upon a Change in Control, the provisions of Section 11 shall apply.

5.6      Tax Offset Payments. Upon reaching retirement, to the extent that a
         -------------------
         Participant may be deemed to realize gross income in any year for
         Federal income tax purposes on the economic benefit of the Policy on
         the Participant's life (or other applicable measures for income tax
         purposes), the Company, in the discretion of the Plan Administrator,
         may pay to each such Participant such amount as will fully compensate
         the Participant for all such taxes attributable to the receipt of such
         income and such payment in order to preserve for the Participant on an
         after-tax basis the full Benefits intended to be conferred by this
         Plan.

5.7      Claims.  All claims for Benefits shall be filed with the Insurer.
         ------

SECTION 6.        TRANSFERABILITY AND SPEND THRIFT PROVISION
                  ------------------------------------------

6.1      Nontransferability. Any assignment of the Policy by the Participant for
         ------------------
         estate planning, tax planning or other purposes shall be subject to the
         Collateral Assignment; and such Assignment shall so provide. Any rights
         to Benefits under the Plan are not subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, attachment, or garnishment by creditors of the
         Participant, other Owner or the Beneficiary.

SECTION 7.        DESIGNATION OF BENEFICIARIES
                  ----------------------------

7.1      Specified Beneficiary. The Owner shall designate a Beneficiary or
         ---------------------
         Beneficiaries who, upon the Participant's death, are to receive,
         subject to the Collateral Assignment, the proceeds of the Policy. All
         Beneficiary designations shall be in writing and signed by the Owner,
         and shall be effective only if and when delivered to the Insurer during
         the lifetime of the Participant. The Owner may, from time to time
         during the Participant's lifetime, change the Beneficiary or
         Beneficiaries by a signed, written instrument delivered to the Insurer.
         The payment of amounts shall be in accordance with the last unrevoked
         written designation of the Beneficiary that has been signed and so
         delivered.

                                       8
<PAGE>

SECTION 8.        RIGHTS OF PARTICIPANTS
                  ----------------------

8.1      Employment. All Participants understand that they are employees at
         ----------
         will. Therefore, nothing in the Plan or Participation Agreement shall
         interfere with or limit in any way the right of the Company to
         terminate, for any or no reason, any Participant's employment at any
         time, nor confer upon a Participant any right to continue in the employ
         of the Company.

8.2      Loans. Prior to the termination of the Participation Agreement, the
         -----
         Participant or other Owner shall not have the right to pledge the
         Policy as security for a loan or to obtain from the Insurer a loan
         against the cash surrender value of the Policy.

SECTION 9.        ADMINISTRATION
                  --------------

9.1      Administration. The Committee shall be responsible for the
         --------------
         administration of the Plan. The Committee is authorized to interpret
         the Plan, to prescribe, amend, and rescind rules and regulations
         relating to the Plan, provide for conditions and assurances deemed
         necessary or advisable to protect the interests of the Company, and to
         make all other determinations necessary or advisable for the
         administration of the Plan. The determination of the Committee,
         interpretation or other action made or taken pursuant to the provisions
         of the Plan, shall be final, binding and conclusive for all purposes
         and upon all persons whomsoever. The Committee shall appoint a Plan
         Administrator to assist in carrying out the operations of the Plan.

SECTION 10.       RIGHTS OF COMPANY
                  -----------------

10.1     Amendment or Termination of the Plan. The Board of Directors may amend,
         ------------------------------------
         terminate, or suspend the Plan at any time. Any such amendment,
         termination, or suspension of the Plan shall be effective on such date
         as the Board of Directors may determine. An amendment or modification
         of the Plan may affect Participants at the time thereof as well as
         future Participants, but no amendment or modification of the Plan for
         any reason may diminish any Participant's Benefit as of the effective
         date thereof, including without limitation any of the provisions of
         Section 11.1 hereof. Upon Plan termination, all Participation
         Agreements shall terminate.

10.2     Loans. The Company shall have the right to obtain from the Insurer a
         -----
         loan against the cash surrender value of each Policy issued hereunder.

SECTION 11.       CHANGE IN CONTROL
                  -----------------

11.1     Funding of Vested Portion of Benefit Upon and Following Change in
         -----------------------------------------------------------------
         Control. Notwithstanding any other provision of this Plan or any
         -------
         Agreement seemingly to the contrary, in the event of a Change in
         Control: (i) the Company or its successor shall promptly, and in any
         event within thirty (30) days following such Change in Control, make an
         irrevocable contribution to the Trust in an amount determined by the
         Committee sufficient to fully pay from Trust assets, the premiums on
         the then vested portion of all Policies in the manner described in
         Section 4.3 hereof until such time as each Policy has a cash surrender
         value sufficient, at least, to continue to maintain the then vested

                                       9
<PAGE>

         portion of the Policies in force in an amount at least equal to the
         vested Benefit level as of the date of the Change in Control; and (ii)
         with respect to the vested portion of each Participant's Benefit as of
         the date of the Change in Control, no Agreement shall terminate by
         reason of Early Termination or the termination of this Plan, but each
         Agreement shall continue in effect until otherwise terminated upon the
         death of the Participant or the April 1 following the later of the
         Participant obtaining age sixty-five or fifteen years of full
         participation in the Plan and/or under the Agreement, it being the
         intent of this provision that, following a Change in Control, the
         vested portion of each Participant's Benefit shall be fully funded in
         the Trust and nonforfeitable. Thereafter, the Committee shall direct
         the Trustee to promptly pay the premiums on all Policies when and as
         they become due. At least annually prior to the premium due date of the
         Policies, the Committee shall evaluate the amount of assets held in the
         Trust and shall make additional irrevocable contributions to the Trust,
         in amounts determined by the Committee, such that, at all times, the
         Trust shall maintain assets which, at a minimum, shall be sufficient to
         pay the premiums on at least the vested portion of all Policies as of
         the date of the Change in Control until such time as each Policy has a
         cash surrender value sufficient, at least, to continue to maintain the
         Policies in force in an amount at least equal to the vested level as of
         the date of the Change in Control. Upon the occurrence of a Change in
         Control, each outstanding Agreement shall automatically, and without
         any action on the part of any party, be deemed to incorporate the
         provisions of this Section 11, and the provisions of this Section 11
         shall control and take precedence over any contrary or seemingly
         conflicting provision (or absence of a provision) elsewhere in this
         Plan or in any Agreement.

SECTION 12.       REQUIREMENTS OF LAW
                  -------------------

12.1     Governing  Law. The Plan, and all agreements hereunder, shall be
         --------------
         construed in accordance with and governed by the laws of the
         State of Texas.


         EXECUTED effective as of December 31, 2003.

                               TXU CORP.


                                  By: /s/ Peter B. Tinkham
                                      -------------------------------
                                          Peter B. Tinkham, Secretary



                                       10
<PAGE>




                                   EXHIBIT "C"

                             PARTICIPATING EMPLOYERS

                TXU Corp. and each of its United States domestic
                           subsidiaries other than TXU
                  Communications Ventures Company ("Ventures")
                        and the subsidiaries of Ventures

























                                       11