**Exhibit
10(xx)**
   **Dated
27 January 2005**
   **Between**
  **THE
HOLDING COMPANIES**
  **TXU
CORP.**
  **THE
CORP PERSONS**
  **THE
TXUE PERSONS**
  **and**
  **THE
KPMG OFFICEHOLDERS**
   **SETTLEMENT
AGREEMENT**
  
 Cadwalader
 
 Cadwalader,
Wickersham & Taft LLP
 265
Strand
 London,
WC2R 1BH
 
 Tel: +44
(0) 20 7170 8700
 Fax: +44
(0) 20 7170 8600
 Ref:
95977.001/JD/YC
 
  
  
 
 **TABLE
      OF CONTENTS****Page**1
    INTERPRETATION
    22
    SETTLEMENT
    73
    RELEASES
    84
    CONDITIONS
    95
    EXCLUDED
      COMPANIES
    106
    WARRANTIES
    117
    EXCLUSION
      OF LIABILITY
    118
    FURTHER
      ASSURANCE
    129
    NO
      RIGHT OF SET-OFF
    1210
    VALUE
      ADDED TAX
    1211
    WITHHOLDING
      TAX
    1312
    CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT
    1313
    MISCELLANEOUS
    1414
    COSTS
    1515
    NOTICES
    1516
    GOVERNING
      LAW AND JURISDICTION
    16Schedule
      1 The Holding Companies
    23Schedule
      2 The Corp Persons
    29Schedule
      3 The TXUE Persons
    30Schedule
      4 The Operating Companies
    31Schedule
      5 Excluded Companies
    36Schedule
      6 Operating Company Deed of Release
    41Schedule
      7 Excluded Company Deed of Release
    61Schedule
      8 Terms of Holding Company CVA Creditor Release
    71Schedule
      9 Principal Creditors
    72Schedule
      10 Principal Creditor Deed of Release
    73
 
 
  
 -i-
 
  **THIS
AGREEMENT** is made
this 27th day of January 2005
  **BETWEEN:**
  (1)
    The
      companies named in Schedule 1 hereto (the “**Holding
      Companies**”),
      each acting by the respective officeholders named in Schedule 1, as agents
      without personal liability (collectively, the “**KPMG
      Officeholders**”);
  (2)
    TXU
      Corp., a
      corporation incorporated under the laws of Texas in the United States of
      America and having its registered office at Energy Plaza, 1601 Bryan
      Street, Dallas, Texas 75201, USA (“**Corp**”);
  (3)
    The
      past or present directors, officers and employees of Corp named in
      Schedule 2 hereto, acting solely in their respective capacities as such
      (the “**Corp
      Persons**”);
  (4)
    The
      past or present directors, officers, employees and advisers of the Holding
      Companies and the Operating Companies named in Schedule 3 hereto, acting
      solely in their respective capacities as such (the “**TXUE
      Persons**”);
      and
  (5)
    The
      KPMG Officeholders.
  **WHEREAS** :
  (A)
    Capitalised
      terms used but not defined in these recitals have the respective meanings
      set out above or in Clause 1.1 of this
Agreement.
  (B)
    Each
      of the Holding Companies entered either administration or liquidation
      proceedings, as the case may be, on the date specified in Schedule 1, and
      presently acts by its respective KPMG
Officeholders.
  (C)
    Each
      of the companies named in the table set out in Schedule 4 (the
      “**Operating
      Companies**”)
      entered either administration or liquidation proceedings, as the case may
      be, on the date specified in Schedule 4, and presently acts by the
      respective administrators or liquidators specified therein (collectively,
      the “**Operating
      Company Officeholders**”).
  (D)
    The
      Operating Company Officeholders have issued proposals, dated 10 January
      2005, for CVAs for each of the Operating Companies (the “**Operating
      Company CVAs**”),
      each to be considered by meetings of members and creditors to be convened
      on 28 January 2005.
  (E)
    The
      KPMG Officeholders intend to propose CVAs for certain of the Holding
      Companies, including the CoreHolding
      Company CVAs,
      each****to
      be considered by meetings of members and creditors to be convened on or
      before 30 April 2005.
  (F)
    Certain
      of the Holding Companies and the Operating Companies have put Corp,
      certain of the Corp Persons and certain of the TXUE Persons on notice of
      claims any or all of them have or may have against any or all of Corp, the
      Corp Persons and the TXUE Persons.Each
      of Corp, the Corp Persons and the TXUE Persons denies liability in respect
      of all such claims.
 
 1
 
  
  (G)
    Corp
      has put the KPMG Officeholders on notice of a claim it has or may have for
      interest payable in respect of the Share Alternative
  Notes.
  (H)
    The
      parties wish to agree a full and final settlement for all purposes on the
      terms and conditions set out in this Agreement of all matters arising out
      of or in relation to the conduct of Corp, the Corp Persons, the TXUE
      Persons, the TXUE Third Parties and the Corp Third Parties in connection
      with the business or affairs of any member of the TXUE Group and all
      losses and potential losses suffered or alleged to be suffered by any
      member of the TXUE Group or its creditors.
  **NOW
IT IS AGREED** as
follows:
  **1**
    **INTERPRETATION**
  1.1
    In
      this Agreement (including its recitals), unless the context otherwise
      requires, the following words and expressions shall have the following
      respective meanings:
  “ **Business
Day** ” means
any day (except a Saturday or a Sunday) on which commercial banks and foreign
exchange markets are open for general business in the City of
London;
  “ **Claims** ” means,
in connection with the business or affairs of any member of the TXUE Group, any
or all claims and applications (whether they are or may become vested in any
member of the TXUE Group, any Officeholder, any CVA Creditor or any other
person, and whether they are or may become vested by way of present or future
assignment or otherwise) that any person owes any obligation or should be
required to make any payment or do any act or is under any liability to another
person (including any claim or application for indemnity or contribution)
whether or not, as at the date of this Agreement, such claim, application,
obligation, requirement or liability is actual or alleged, known or unknown,
notified or not notified, whether or not it is present, future, prospective, or
contingent, whether or not its amount is fixed or liquidated, whether or not it
is admitted or disputed, whether or not it involves the payment of money or
performance, whether it is secured or unsecured, whether it arises by virtue of
common law, equity or statute, whether or not it relates to a substantive or
procedural right or power including a right or power to pursue any Statutory
Claim, whether or not it arises under English law, Dutch law or the law of any
other jurisdiction, whether or not it arises in England or any other
jurisdiction and whether or not it exists in law as at the date of this
Agreement, but in each case excluding any claim or application arising under
this Agreement, the Tax Cooperation Agreement or any Deed of
Release;
  “ **Core**  **Holding
Company** **CVAs** ” means
CVAs to be proposed for TXUEL, TXU Acquisitions, EH3, EGO BV, TEG and Eastern
Funding;
 
 **“Core
Operating Company CVAs”** means
the Operating Company CVAs proposed for TXUEG, TXU EET, TXU UK, TXU Europe Power
Limited (in administration), EGFL, TXU Europe Merchant Properties Limited (in
liquidation), TXU (UK) Holdings, Energy Holdings (No. 6) Limited (in
administration), Eastern Electricity Holdings Limited (in administration), TXU
Germany Limited (in liquidation), TXU Europe (Blade) Limited (in liquidation),
TXU Europe (Blade No. 2) Limited (in liquidation) and TXU Direct Sales Limited
(in liquidation);
  2
 “ **Corp**  **Subsidiary** ” means a
Subsidiary of Corp that is not a member of the TXUE Group;
  “ **Corp**  **Third
Party** ” means
any (i) Corp Subsidiary and (ii) past or present director, officer, employee,
auditor, agent or adviser of or to Corp or a Corp Subsidiary, in each case
acting solely in its capacity as such, who is not a Corp Person;
  “ **CVA** ” means a
company voluntary arrangement under Part I of the Insolvency Act which is
binding upon all of the creditors of the relevant company in accordance with the
Insolvency Act;
  “ **CVA
Creditor** ” means
any person acting solely in its capacity as a creditor of a Holding Company or
an Operating Company, who is or becomes bound in that capacity by a CVA that
contains a CVA Creditor Release;
  “ **CVA
Creditor Release** ”
means:
  (a)
    with
      respect to a Holding Company, terms of a CVA substantially the same as
      those set out in Schedule 8; and
  (b)
    with
      respect to an Operating Company, terms of a CVA identical to those set out
      in Clauses 33.4 to 33.6 of the Operating Company CVAs in the form
      contained in the proposals for the Operating Company CVAs issued on 10
      January 2005;
  “ **Deed
of Release** ” means
any Excluded Company Deed of Release, Operating Company Deed of Release or
Principal Creditor Deed of Release;
  “ **Designated
Account** ” means
the account at Bank of Ireland, 20 Berkeley Square, London W1J 6LL (sort code:
30-16-07, account no: 86279574 and account name: JR Tucker and PW Wallace, Joint
Administrators TXU Europe Limited);
  “ **Eastern
Funding** ” means
TXU Eastern Funding Company (in administration), a company incorporated in
England and Wales with company number 03710529, acting by its joint
administrators as agents without personal liability and having its registered
office at 8 Salisbury Square, London EC4Y 8BB;
  “ **Effective
Date** ” means
the first Business Day on which all of the conditions set out in Section 4 are
and remain fully and irrevocably satisfied or waived in accordance with Section
4;
  “ **EGFL** ” means
Eastern Group Finance Limited (in liquidation), a company incorporated in
England and Wales with company number 02937764, acting by its joint liquidators
as agents without personal liability and having its registered office at 8
Salisbury Square, London EC4Y 8BB;
  “ **EGO
BV** ” means
Energy Group Overseas B.V. (in administration), a company incorporated in the
Netherlands with company number 33296337, acting by its joint administrators as
agents without personal liability and having its registered office at De
Boelelaan 7, Amsterdam, 1083 HJ, Netherlands;
  3
 “ **EH3** ” means
Energy Holdings (No. 3) Limited (in liquidation), a company incorporated in
England and Wales with company number 03257256, acting by its joint liquidators
as agents without personal liability and having its registered office at 8
Salisbury Square, London EC4Y 8BB;
  “ **E&Y** ” means
Ernst & Young LLP, of 1 More London Place, London SE1 2AF;
  “ **Excluded
Company** ” means
(i) each of the companies in the TXUE Group named in the table set out in
Schedule 5 and (ii) any Operating Company in respect of which, immediately
following the last occurring Implementation Date in respect of the Core
Operating Company CVAs, no Implementation Date for a CVA has
occurred;
  “ **Excluded
Company Deed of Release** ” means a
deed of release between (i) one or more Excluded Companies and their respective
Excluded Company Officeholders (if any), (ii) TXUEL and the TXUEL Officeholders
and (iii) Corp, in substantially the form set out in Schedule 7;
  “ **Excluded
Company Officeholder** ” means
any liquidator, scheme administrator, CVA supervisor, administrative receiver or
other appointed officeholder of an Excluded Company, in each case acting solely
in its capacity as such;
  “ **Excluded
Company Third Party** ” means
(i) any past or present director, officer, employee, auditor, agent or adviser
of or to an Excluded Company and (ii) any creditor of an Excluded Company, in
each case acting solely in its capacity as such;
  “ **Finco
2** ” means
TXU Finance (No. 2) Limited (in administration), a company incorporated in
England and Wales with company number 03514100, acting by its joint
administrators as agents without personal liability and having its registered
office at 8 Salisbury Square, London EC4Y 8BB;
  “ **German
Finance** ” **** means **** TXU
Europe German Finance B.V. (in liquidation), a company incorporated in the
Netherlands with company number 27251472, acting by its joint liquidators as
agents without personal liability and having its registered office at
Koninginnegracht 15 2514 AB, The Hague, Netherlands;
  “ **German
Finance Officeholders** ” means
the joint liquidators of German Finance, each acting as agent without personal
liability;
  **“Holding
Company** **CVA”** means a
CVA **** in
respect of a Holding Company;
  “ **Implementation
Date** ” means,
with respect to any Holding Company CVA or Operating Company CVA, the date on
which all conditions with respect to its effectiveness are fully and irrevocably
satisfied or waived and (i) the prescribed period for an application under
sections 4A(3) or 6 of the Insolvency Act or rule 1.17A(3) of the Insolvency
Rules 1986 (calculated by reference to sections 6(3)(a) and 4A(4) of the
Insolvency Act and rule 1.17A(6) of the Insolvency Rules 1986) or any appeal in
respect of such application has expired; (ii) if an application under sections
4A or 6 of the Insolvency Act or rule 1.17A(3) of the Insolvency Rules 1986 has
been served or an appeal in respect of such application has been made prior to
the expiry of such period, such application or appeal has been dismissed or
withdrawn; and (iii) any court sanction required by law in order to give effect
to the relevant CVA has been granted and the period for any appeal has expired
or any such appeal has been dismissed or withdrawn;
  4
 “ **Insolvency
Act** ” means
the Insolvency Act 1986;
  “ **Ireland
1** ” means
TXU Europe Ireland 1 (in liquidation), a company incorporated in Ireland with
company number 316371, acting by its joint liquidators as agents without
personal liability and having its registered office at Wilton Place, Dublin 2,
Ireland;
  “ **Ireland
1 Officeholders** ” means
the joint liquidators of Ireland 1, each acting as agent without personal
liability;
  “ **KPMG** ” means
KPMG LLP, of 8 Salisbury Square, London EC4Y 8BB;
  “ **Officeholders** ” means
(i) the KPMG Officeholders, (ii) the Operating Company Officeholders, (iii) the
Excluded Company Officeholders, (iv) the predecessors of each of them and (v) in
the event of a subsequent liquidation, scheme of arrangement or company
voluntary arrangement of or in relation to any of the Holding Companies, the
Operating Companies or the Excluded Companies, any liquidator, scheme
administrator, CVA supervisor or other appointed officeholder in respect of any
such company;
  “ **Operating
Companie** **s** ” has the
meaning set out in the recitals hereto;
  “ **Operating
Company** **CVAs** ” has the
meaning set out in the recitals hereto;
  “ **Operating
Company Deed of Release** ” means a
deed of release between (i) each Operating Company (save any
Operating Company to whom, by virtue of Clause 2.5 of the Operating Company Deed
of Release, the terms of such Deed of Release will not apply) and its
respective Operating Company Officeholders, (ii) Ireland 1 and the Ireland 1
Officeholders, (iii) German Finance and the German Finance Officeholders, (iv)
TXUEL and the TXUEL Officeholders, and (v) Corp, in substantially the form set
out in Schedule 6;
  “ **Operating
Company Officeholder** ” has the
meaning set out in the recitals hereto;
  “ **Principal
Creditor** ” means
each institution, being a creditor of one or more of the Holding Companies
acting solely in its capacity as such, named in Schedule 9;
  “ **Principal
Creditor Deed of Release** ” means a
deed of release between (i) one or more of the Principal Creditors, (ii) the
TXUE Persons as at the date hereof, (iii) the Corp Persons as at the date hereof
and (iv) Corp, in substantially the form set out in Schedule 10;
  “ **Reimbursement
Sums** ” means
(i) the sum of £680,553.03 **** in
respect of pre-administration fees paid by or on behalf of one or more of the
Holding Companies to Lovells and (ii) the sum of US$2,857,552.59 in respect of
the rebate of certain insurance premia to TXUEG, each **** to be
paid by Corp pursuant to Section 2;
  “ **Settlement
Sum** ” means
the sum of US$205,000,000 to be paid by Corp pursuant to Section 2;
  5
 “ **Share
Alternative Notes** ” means
the notes issued pursuant to an investment agreement between Corp, Finco 2, TXU
Acquisitions and others dated 2 March 1998, as amended;
  “ **Statutory
Claims** ” means
any Claims brought pursuant to sections 212 to 215, 235, 236, 238 to 245 or 423
to 425 of the Insolvency Act, or any substantially similar Claims vested in an
Officeholder or a general body of creditors under the insolvency laws of any
jurisdiction, against any of Corp, the Corp Persons, the Corp Third Parties, the
TXUE Persons and the TXUE Third Parties;
  “ **Subsidiary** ” means a
subsidiary within the meaning of section 736 of the Companies Act
1985;
  “ **Tax
Cooperation Agreement** ” means
the deed **** between
Corp, TXUEL, Finco 2, TXU Acquisitions and others dated 31 December 2004, as
amended from time to time;
  “ **TEG** ” means
The Energy Group Limited (in administration), a company incorporated in England
and Wales with company number 03613919, acting by its joint administrators as
agents without personal liability and having its registered office at 8
Salisbury Square, London EC4Y 8BB;
  “ **TXU
Acquisitions** ” means
TXU Acquisitions Limited (in administration), a company incorporated in England
and Wales with company number 03455523, acting by its joint administrators as
agents without personal liability and having its registered office at 8
Salisbury Square, London EC4Y 8BB;
  “ **TXU
EET** ” means
TXU Europe Energy Trading Limited (in administration), a company incorporated in
England and Wales with company number 03116221, acting by its joint
administrators as agents without personal liability and having its registered
office at 1 More London Place, London SE1 2AF;
  “ **TXUEG** ” means
TXU Europe Group plc (in administration), a company incorporated in England and
Wales with company number 03247622, acting by its joint administrators as agents
without personal liability and having its registered office at 1 More London
Place, London SE1 2AF;
  “ **TXUEG
Group** ” means
TXUEG and its Subsidiaries;
  “ **TXUE
Group** ” means
the TXUEL Group and the TXUEG Group;
  “ **TXUEL** ” means
TXU Europe Limited (in administration), a company incorporated in England and
Wales with company number 03505836, acting by its joint administrators as agents
without personal liability and having its registered office at 8 Salisbury
Square, London EC4Y 8BB;
  “ **TXUEL
Group** ” means
TXUEL and its Subsidiaries, excluding the companies in the TXUEG
Group;
  “ **TXUEL
Officeholders** ” means
the KPMG Officeholders of TXUEL, each acting as agent without personal
liability;
  6
 “ **TXUE
Third Party** ” means,
excluding any Excluded Company Third Party, any past or present director,
officer, employee, auditor, agent or adviser of or to a Holding Company or an
Operating Company, in each case acting solely in its capacity as such, who is
not a TXUE Person;
  “ **TXU
UK** ” means
TXU UK Limited (in administration), a company incorporated in England and Wales
with company number 02937796, acting by its joint administrators as agents
without personal liability and having its registered office at 1 More London
Place, London SE1 2EF;
  “ **TXU
(UK) Holdings** ” means
TXU (UK) Holdings Limited (in administration), a company incorporated in England
and Wales with company number 02907433, acting by its joint administrators as
agents without personal liability and having its registered office at 1 More
London Place, London SE1 2AF;
  “ **US$** ” means
the dollar currency of the United States; and
  “ **VAT** ” means
value added tax as provided for in the Value Added Tax Act 1994.
  1.2
    References
      herein to any numbered Section, Part, Clause, Schedule or Annex without
      further designation shall, unless the context otherwise requires, be
      construed as a reference to the section, part or clause of or schedule or
      annex to this Agreement as so numbered.
  1.3
    Schedules
      and Annexes to this Agreement form part of and are deemed to be
      incorporated in this Agreement.
  1.4
    Section
      headings of and in any Schedule or Annex to this Agreement are for
      convenience only and shall not be taken into account in the interpretation
      of this Agreement.
  1.5
    References
      in this Agreement to any statute or statutory provision shall mean that
      statute or statutory provision as amended and in force as at the date of
      this Agreement.
 
 1.6
    Words
      used in this Agreement importing the plural shall include the singular and*vice
      versa*.
  1.7
    The
      term “person” when used in this Agreement shall include an individual, a
      firm, a body corporate, an unincorporated association, a partnership and a
      person’s legal personal representatives or
successors.
  1.8
    Statements
      contained in the recitals to this Agreement shall be considered in the
      interpretation of this Agreement.
  **2**
    **SETTLEMENT******
  2.1
    In
      consideration of the releases, waivers and discharges to be given under
      Clauses 3.3 and 3.4, and subject to the occurrence of the Effective Date,
      Corp shall, within seven Business Days of the Effective Date, pay the
      Settlement Sum and the Reimbursement Sumsby
      way of bank transfer to the Designated Account.
  7
 **3**
    **REL****EASES**
  3.1
    The
      terms of this Section 3 shall become effective subject to and immediately
      upon receipt of the Settlement Sum and the Reimbursement Sums in
      accordance with Section 2.
  3.2
    In
      consideration of the releases, waivers and discharges to be given to them
      hereunder, each of Corp and the Corp Persons hereby irrevocably releases,
      waives and discharges any and all Claims (including, for the avoidance of
      doubt, any Claims in respect of the Share Alternative Notes that are not
      released pursuant to the terms of the CVA for TXU Acquisitions) it has or
      may have against any or all of:
  3.2.1
    the
      Holding Companies;
  3.2.2
    the
      Operating Companies, Ireland 1, German Finance and each of their
      respective Officeholders, provided in each case that such party has
      executed and is bound by the Operating Company Deed of
      Release;
  3.2.3
    the
      TXUE Persons;
  3.2.4
    the
      TXUE Third Parties;
  3.2.5
    the
      CVA Creditors; and
  3.2.6
    the
      KPMG Officeholders and their predecessors (if
any).
  3.3
    In
      consideration of receipt of the Settlement Sum and the Reimbursement Sums
      and the releases, waivers and discharges given to them hereunder, each of
      the Holding Companies and its respective KPMG Officeholders hereby
      irrevocably releases, waives and discharges any and all Claims it has or
      may have against any or all of:
 
 3.3.1
    the
      TXUE Persons;
  3.3.2
    the
      TXUE Third Parties;
  3.3.3
    Corp;
  3.3.4
    the
      Corp Persons; and
  3.3.5
    the
      Corp Third Parties.
  3.4
    In
      consideration of the releases, waivers and discharges given to them
      hereunder, each of the TXUE Persons hereby irrevocably releases, waives
      and discharges any and all Claims it has or may have against any or all
      of:
  3.4.1
    the
      Holding Companies;
  3.4.2
    the
      Operating Companies, Ireland 1, German Finance and each of their
      respective Officeholders, provided in each case that such party has
      executed and is bound by the Operating Company Deed of
      Release;
  3.4.3
    all
      other TXUE Persons;
  8
 3.4.4
    the
      TXUE Third Parties;
  3.4.5
    the
      Corp Persons;
  3.4.6
    the
      Corp Third Parties;
  3.4.7
    the
      CVA Creditors; and
  3.4.8
    the
      KPMG Officeholders and their predecessors (if
any).
  3.5
    Subject
      to the consent in writing of (i) the TXUEL Officeholders and (ii) Corp,
      during the period between the execution of this Agreement and the
      Effective Date, additional persons may be added to the lists of Corp
      Persons and TXUE Persons set out in Schedules 2 and 3, as the case may be.
      Such persons will, as a result of and with effect from such addition,
      become parties to this Agreement.
  **4**
    **CONDITIONS**
  4.1
    Corp’s
      obligation to pay the Settlement Sum and the Reimbursement Sums shall be
      subject to the following conditions having been fully and irrevocably
      satisfied, or having been waived in accordance with Clause 4.2, on or
      before the earlier of (i) 30 November 2005 and (ii) the making of any
      announcement or giving of any notice by the KPMG Officeholders of an
      intention not to proceed with the Core Holding Company
    CVAs:
 
 4.1.1
    the
      full and irrevocable satisfaction of all conditions to the occurrence of
      an Implementation Date in respect of each Core Holding Company CVA, save
      for payment of the Settlement Sum and the Reimbursement
    Sums;
  4.1.2
    an
      Implementation Date having occurred in respect of each Core Operating
      Company CVA;
  4.1.3
    the
      inclusion of a CVA Creditor Release in (i) the terms as approved of each
      Operating Company CVA in respect of which an Implementation Date has
      occurred prior to or upon the last occurring Implementation Date in
      respect of the Core Operating Company CVAs; (ii) the terms as approved of
      each Holding Company CVA in respect of which the conditions to the
      occurrence of an Implementation Date (save for the payment of the
      Settlement Sum and the Reimbursement Sums) have been fully and irrevocably
      satisfied as at the satisfaction or waiver of the condition set out in
      Clause 4.1.1; and (iii) the terms (as then proposed) of any other Holding
      Company CVA that is the subject of proposals pending as at the
      satisfaction or waiver of the condition set out in Clause
      4.1.1;
  4.1.4
    the
      execution and delivery to Corp of the Operating Company Deed of Release by
      all parties thereto (save any Operating Company to whom, by virtue of
      Clause 2.5 of the Operating Company Deed of Release, the terms of such
      Deed of Release will not apply);
  4.1.5
    the
      execution and delivery to Corp of a Principal Creditor Deed of Release by
      each of the Principal Creditors; and
  9
 4.1.6
    final
      injunctions having been obtained in ancillary proceedings under section
      304 of the United States Bankruptcy Code in respect of (i) each Core
      Holding Company CVA and (ii) CVAs for TXU EET, TXU UK, TXUEG, EGFL and TXU
      (UK) Holdings.
  4.2
    The
      provisions of:
  4.2.1
    Clause
      4.1.1 may be waived, with respect to any Core Holding Company CVA, either
      (i) by written agreement between Corp and the relevant Holding Company, or
      (ii) by written agreement between Corp and each other Holding Company in
      respect of which a Core Holding Company CVA is being proposed (and in
      respect of which no such waiver is being made or proposed), provided that,
      in the event of and with effect from such waiver as specified in (ii), and
      notwithstanding any provision of this Agreement to the contrary, the terms
      of this Agreement (including for the avoidance of doubt Section 3) shall
      not apply to the Holding Company in respect of which the waiver is
      given;
  4.2.2
    Clause
      4.1.2 may be waived by written agreement between the KPMG Officeholders
      and Corp; and
 
 4.2.3
    Clauses
      4.1.3 to 4.1.6 inclusive (or any part of them) may be waived by Corp by
      written notice to the KPMG Officeholders.
  **5**
    **EXCLUDED
      COMPANIES**
  5.1
    In
      consideration of, and as soon as practicable following, the execution and
      delivery to them of an Excluded Company Deed of Release by any Excluded
      Company and its Officeholders (if any), each of TXUEL, the TXUEL
      Officeholders and Corp agrees also to execute such Excluded Company Deed
      of Release.
  5.2
    In
      consideration of, subject to and immediately upon the later of (i) the
      execution and delivery of an Excluded Company Deed of Release by any
      Excluded Company and its Officeholders (if any) and each of TXUEL, the
      TXUEL Officeholders and Corp; and (ii) the full and irrevocable
      satisfaction of all conditions to its effectiveness, each of Corp, the
      Corp Persons and the TXUE Persons hereby, without further action,
      irrevocably releases, waives and discharges any and all Claims it has or
      may have against any or all of:
  5.2.1
    such
      Excluded Company;
  5.2.2
    its
      Excluded Company Officeholders and their predecessors (in each case if
      any); and
  5.2.3
    subject
      to Clause 5.3, its Excluded Company Third
Parties.
  5.3
    No
      creditor of an Excluded Company acting solely in its capacity as such
      shall be entitled to the benefit of the releases, waivers and discharges
      given in Clause 5.2 upon the conditions set out therein unless and until
      it is finally bound, whether directly or by a CVA or otherwise, by terms
      that are substantially the same as those set out in Schedule
      8.
  10
 **6**
    **WARRANTIES**
  6.1
    Corp
      hereby represents, warrants and undertakes
that:
  6.1.1
    it
      has the power, capacity and authority to enter into this Agreement and to
      exercise its rights and perform its obligations hereunder and that all
      corporate and other action required to authorise the execution of this
      Agreement and the performance of its obligations hereunder has been duly
      taken;
  6.1.2
    it
      has, or has provided, all consents and any other necessary authorisations
      and approvals required to enable it or its authorised representative
      lawfully to enter into, execute, perform and comply with its obligations
      under this Agreement and such authorisations, consents and approvals are
      in full force and effect;
 
 
 6.1.3
    to
      the best of its knowledge, information and belief, no steps have been
      taken for the revocation or cancellation of any necessary consents,
      authorisations and approvals;
  6.1.4
    all
      other acts, conditions and things required to be done, fulfilled and
      performed in order (i) to enable it lawfully to enter into and to exercise
      its rights under and perform the obligations assumed by it in this
      Agreement and (ii) to ensure that the obligations expressed to be assumed
      by it in the Agreement are legal, valid and binding have been done,
      fulfilled and performed; and
  6.1.5
    it
      has not entered into any pending agreements, transactions or negotiations
      that would render this Agreement, or any part of it, void, voidable or
      unenforceable.
  6.2
    Each
      of the Corp Persons and the TXUE Persons represents, warrants and
      undertakes that:
  6.2.1
    it
      has the necessary power, capacity and authority to execute (including,
      where applicable, on behalf of other parties to this Agreement) and
      perform its obligations under this Agreement;
and
  6.2.2
    this
      Agreement is valid and binding upon it in accordance with its
      terms.
  6.3
    Each
      of the parties acknowledges and agrees that, save as expressly referred to
      herein, in entering into this Agreement it has not relied on any
      statement, representation or silence of any other party to this
      Agreement.
  **7**
    **EXCLUSION
      OF LIABILITY******
  7.1
    The
      Parties to this Agreement acknowledge and agree
that:
  7.1.1
    the
      KPMG Officeholders act at all times solely as agents of the Holding
      Companies, in each case without personal
liability;
  11
 
 7.1.2
    none
      of the KPMG Officeholders nor their firm, fellow members, partners,
      employees, agents, advisers or representatives shall incur any personal
      liability under, or by virtue of this Agreement, nor in relation to any
      related matter or claim howsoever, whenever and wherever arising, and
      whether such claim is formulated in contract and/or tort or by reference
      to any other remedy or right, and in whatever jurisdiction or
      forum;
  7.1.3
    none
      of the KPMG Officeholders nor their firm, fellow members, partners,
      employees, agents, advisers or representatives has given or entered into
      any collateral undertakings, representations, warranties or agreements as
      principal in connection with this Agreement;
 
 7.1.4
    the
      KPMG Officeholders are a party to this Agreement in their personal
      capacities solely for the purpose of receiving the benefit of the
      exclusions, limitations, undertakings, covenants and releases in their
      favour as provided in this Agreement; and
  7.1.5
    nothing
      in this Agreement shall operate to restrict or affect in any way any right
      of the KPMG Officeholders to an indemnity or assurance to which by law the
      KPMG Officeholders are entitled.
  **8**
    **FURTHER
      ASSURANCE**
  Each
party shall at its own cost do and execute or procure to be done and executed
all necessary acts, deeds, documents and things reasonably within its power to
give effect to this Agreement.
  **9**
    **NO
      RIGHT OF SET-OFF**
  Except as
provided herein, any payments agreed to be made pursuant to this Agreement shall
be made in full without deduction, set-off, retention or counterclaim, any right
to which is expressly waived by Corp.
  **10**
    **VALUE
      ADDED TAX**
  10.1
    All
      amounts expressed in this Agreement as payable by Corp are expressed
      exclusive of any VAT which may be chargeable thereon.
  10.2
    In
      the event that any VAT is properly chargeable on any amount paid by Corp
      hereunder:
  10.2.1
    the
      amount paid by Corp shall be exclusive of VAT which will be charged in
      addition hereto, provided that Corp shall have no obligation to pay any
      amount in respect of such VAT, unless and until it has recovered an amount
      equal to such VAT;
  10.2.2
    if
      the TXUEL Officeholders so request and Corp agrees (such agreement not to
      be unreasonably withheld or delayed), Corp shall appoint KPMG as its agent
      for the purposes of making any claim for a refund under the provisions of
      the Thirteenth VAT Directive, provided that KPMG shall in performing such
      agency take into account any reasonable comments made by Corp in relation
      to any step required in order to claim the refund;
and
  12
 10.2.3
    otherwise,
      Corp agrees that it shall take all reasonable steps to procure the
      repayment of such VAT, including the making of a claim for a refund under
      the provisions of the Thirteenth VAT
Directive.
 
 **11**
    **WITHHOLDING
      TAX**
  11.1
    All
      amounts payable by Corp under Section 2 of this Agreement shall be paid
      free and clear of any deduction for income taxes and withholding taxes. If
      such income taxes or withholding taxes are required by law, the amount of
      the payment due shall be increased to an amount which (after any income
      taxes or withholding taxes) leaves an amount equal to the payment which
      would have been due if no income taxes or withholding taxes had been
      required.
  11.2
    To
      the extent that any such withholding taxes could be reduced or eliminated
      by the provision of appropriate withholding certificates, TXUEL and the
      TXUEL Officeholders shall cooperate in obtaining and providing such
      certificates.
  11.3
    To
      the extent that the Settlement Sum or the Reimbursement Sums are increased
      as a result of Clause 11.1, TXUEL and any other Holding Company receiving
      (whether directly or indirectly) such amounts will notify Corp of the
      existence of any potential claim for refund of any amount of the increase
      that is available to them, will use its reasonable efforts to pursue a
      claim for refund of such amount from the relevant tax authority at the
      direction and expense of Corp and will remit any amounts refunded
      (including interest earned thereon, net of any tax suffered) to
      Corp.
  11.4
    TXUEL
      and the TXUEL Officeholders shall use reasonable efforts at the direction
      and expense of Corp to procure the cooperation of any CVA Creditor who may
      be in a position to obtain and provide such certificates as are specified
      in Clause 11.2 or claim for and remit such refunds as are specified in
      Clause 11.3.
  11.5
    Corp
      and the Holding Companies agree that no amounts payable by Corp under
      Sections 2 or 11 of this Agreement have been paid in consideration of
      services performed in the United States of
America.
  **12**
    **CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT******
  12.1
    It
      is expressly intended and agreed by the parties
that:
  12.1.1
    each
      TXUE Third Party;
  12.1.2
    each
      Corp Third Party;
  12.1.3
    each
      Operating Company;
  12.1.4
    each
      Officeholder;
  12.1.5
    each
      Excluded Company;
  13
 12.1.6
    each
      Excluded Company Third Party; and
  12.1.7
    each
      CVA Creditor,
 
 shall be
entitled in its own right to enforce such releases, waivers and discharges as
may be given to it and become effective under the terms of Section 3 or Section
5, as the case may be, by virtue of and in accordance with the Contracts (Rights
of Third Parties) Act 1999.
  12.2
    With
      the exception of the persons referred to in Clause 12.1, a person who is
      not a party to this Agreement may not enforce any of its terms under the
      Contracts (Rights of Third Parties) Act
1999.
  12.3
    No
      consent of any third party (including for the avoidance of doubt, any
      person referred to in Clause 12.1) shall be required to amend, waive or
      substitute or supplement any provisions of this
  Agreement.
  12.4
    Unless
      agreed otherwise pursuant to a Deed of Release, the parties to this
      Agreement may rescind or vary the Agreement or any of its terms without
      the consent of any person referred to in Clause 12.1, even if the rights
      of any such person under Clause 12.1 shall, by reason of such rescission
      or variation, be extinguished or altered.
  **13**
    **MISCELLANEOUS**
  13.1
    This
      Agreement constitutes the whole agreement between the parties hereto
      relating to its subject matter.
  13.2
    This
      Agreement supersedes any other agreement or arrangement entered into
      between the parties with respect to the subject matter
    hereof.
  13.3
    If
      any term of this Agreement is deemed illegal, invalid or unenforceable in
      any jurisdiction, that shall not affect:
  13.3.1
    the
      legality, validity or enforceability in that jurisdiction of any other
      term of this Agreement; or
  13.3.2
    the
      legality, validity or enforceability in other jurisdictions of that term
      or any other term of this Agreement.
  13.4
    This
      Agreement shall be binding upon and inure for the benefit of the parties
      hereto, their successors and assigns. It is the intention of the parties
      hereto that this Agreement shall be binding to the maximum extent
      permitted by law upon their successors and assigns, an appointed
      liquidator for any such companies or other trustee or agent for creditors
      in connection with any insolvency proceedings.
  13.5
    Subject
      to Clause 3.5 herein, this Agreement may not be modified, amended or
      supplemented except as may be agreed and made in writing signed by or on
      behalf of each of the parties hereto.
  14
 13.6
    This
      Agreement may be executed in two or more counterparts each of which shall
      be deemed to be an original and which together shall constitute one and
      the same agreement.
 
 13.7
    Except
      as set out in this Clause 13.7, no public announcement of the terms of
      this Agreement or its implementation shall be made save in terms agreed
      between Corp and the KPMG Officeholders. Each party to this Agreement
      agrees that it will make no public comment of a disparaging nature in
      relation to any other party in connection with the business or affairs of
      any member of the TXUE Group. The parties to this Agreement acknowledge
      that Corp will have an entitlement to file a copy of this Agreement with
      the Securities and Exchange Commission, and that the Operating Companies
      and the Holding Companies will be entitled to make appropriate disclosure
      as part of their CVA documentation and to creditors’ committees and
      meetings of creditors and members and as otherwise required by law. The
      Holding Companies agree to use reasonable endeavours to consult with Corp
      with respect to the terms of any such disclosure to be made by them as
      part of their CVA documentation.
  **14**
    **COSTS**
  The
parties shall each bear their own costs in connection with the preparation,
negotiation, execution and implementation of this Agreement.
  **15**
    **NOTICES**
  15.1
    Any
      notice under this Agreement shall be given by being duly transmitted to
      the following address by facsimile
transmission:
  15.1.1
    in
      the cases of Corp and the Corp Persons, to TXU Corp., 1601 Bryan Street,
      Dallas TX 75201, USA, facsimile number +1 214 812 6032 (for the attention
      of David Poole);
  15.1.2
    in
      the cases of any of the Holding Companies or the KPMG Officeholders, to
      KPMG LLP of 8 Salisbury Square, London EC4Y 8BB, facsimile number 020 7694
      3011 (for the attention of Jim Tucker);
  15.1.3
    in
      the cases of the TXUE Persons named in Part I of Schedule 3, to TXU Corp.,
      1601 Bryan Street, Dallas TX 75201, USA, facsimile number +1 214 812 6032
      (for the attention of David Poole);
  15.1.4
    in
      the cases of the TXUE Persons named in Part II of Schedule 3, to Berwin
      Leighton Paisner, Adelaide House, London Bridge, London EC4R 9HA,
      facsimile number 020 7760 1111 (for the attention of
      BLAR/DAP/DUL/SJNS/21146/2); and
  15.1.5
    in
      the case of the TXUE Persons named in Part III of Schedule 3, to Lovells,
      Atlantic House, Holborn Viaduct, London EC1A 2FG, facsimile number 020
      7296 2001 (for the attention of Russell Sleigh/Jeremy
    Cole);
  or such
other address and numbers as each such party may from time to time expressly
substitute for them by notice given to the other parties.
 
 15
 
  15.2
    Any
      notice under this Agreement will be deemed to be given when the relevant
      facsimile transmission is received in legible
form.
  15.3
    All
      documents that are required to be delivered to Corp under this Agreement
      shall be delivered to the address and for the attention specified in
      Clause 15.1.5.
  **16**
    **GOVERNING
      LAW****AND JURISDICTION**
  16.1
    This
      Agreement shall be governed by and construed in accordance with English
      law.
  16.2
    The
      parties hereby irrevocably agree to submit to the exclusive jurisdiction
      of the High Court of England and Wales in respect of any dispute, action
      or proceeding arising out of or in connection with this Agreement. Each
      party hereby irrevocably waives any objection which it might have at any
      time to the High Court being nominated as the forum to hear and determine
      any such dispute, action or proceeding and for such purpose agrees not to
      claim that such court is an inconvenient or inappropriate
      forum.
  16.3
    Each
      of Corp and the Corp Persons irrevocably appoints Lovells, of Atlantic
      House, Holborn Viaduct, London EC1A 2FG, facsimile number 020 7296 2001
      (for the attention of Russell Sleigh/Jeremy Cole), as its agent for
      service of process in relation to any proceedings before the English
      Courts in connection with this Agreement.
 
 16
 
  **AS
WITNESS** the
hands of the parties or their duly authorised representatives the day and year
first before written.
 
 **HOLDING
COMPANIES**
 
 **SIGNED** by   )
 **ENERGY
HOLDINGS (No.1) LIMITED**   )
 **(in
administration)**    )
 **ENERGY
HOLDINGS (No.2) LIMITED**   )
 **(in
administration)**    )
 **ENERGY
HOLDINGS (No.4) LIMITED**   )
 **(in
administration)**    )
 **ENERGY
HOLDINGS (No.5) LIMITED**   )
 **(in
administration)**    )
 **THE
ENERGY GROUP LIMITED**   )
 **(in
administration)**    )
 **TXU
ACQUISITIONS LIMITED**   )
 **(in
administration)**    )
 **TXU
EASTERN FINANCE (A) LIMITED**   )
 **(in
administration)**    )
 **TXU
EASTERN FINANCE (B) LIMITED**   )
 **(in
administration)**    )
 **TXU
EASTERN FUNDING COMPANY**   )
 **(in
administration)**    )
 **TXU
EUROPE LIMITED**   )
 **(in
administration)**   )
 **TXU
FINANCE (No.2) LIMITED**   )
 **(in
administration)**    )
 each
acting by **JAMES
TUCKER,** of KPMG
LLP,   )
 its Joint
Administrator acting as agent and without   )
 personal
liability.
 
 
 17
 
 **SIGNED** by     )
 **ALLIEDHIKE
LIMITED**    )
 **(in
liquidation)**     )
 **ANGBUR
INVESTMENT TRUST LIMITED**    )
 **(in
liquidation)**     )
 **ANGLO-FRENCH
EXPLORATION**    )
 **COMPANY
LIMITED**    )
 **(in
liquidation)**    )
 **C.
TENNANT, SONS & COMPANY LIMITED**    )
 **(in
liquidation)**     )
 **CGF
INVESTMENTS LIMITED**    )
 **(in
liquidation)**     )
 **CONSOLIDATED
GOLD FIELDS LIMITED**    )
 **(in
liquidation)**    )
 **ENERGY
(No.30) LIMITED**    )
 **(in
liquidation)**     )
 **ENERGY
HOLDINGS (No.3) LIMITED**    )
 **(in
liquidation)**     )
 **ENERGY
NOMINEES LIMITED**    )
 **(in
liquidation)**     )
 **ENERGY
RESOURCES LIMITED**    )
 **(in
liquidation)**     )
 **GOLD
FIELDS RHODESIAN DEVELOPMENT**    )
 **COMPANY
LIMITED (THE)**    )
 **(in
liquidation)**     )
 **GOLD
FIELDS INDUSTRIAL LIMITED**    )
 **(in
liquidation)**     )
 **GOLD
FIELDS INDUSTRIAL HOLDINGS LIMITED**   )
 **(in
liquidation)**    )
 **GOLD
FIELDS MAHD ADH DHAHAB LIMITED**    )
 **(in
liquidation)**     )
 **GOLD
FIELDS MINING & INDUSTRIAL LIMITED**   )
 **(in
liquidation)**     )
 **MINING
& INDUSTRIAL HOLDINGS LIMITED**    )
 **(in
liquidation)**     )
 **NEW
CONSOLIDATED GOLD FIELDS LIMITED**    )
 **(in
liquidation)**     )
 **ROSE,
LLOYD & CO. LIMITED**    )
 **(in
liquidation)**     )
 **TEG
(HEAD OFFICE) LIMITED**    )
 **(in
liquidation)**     )
 **TENNANT
SECURITY LIMITED**    )
 **(in
liquidation)**     )
 **TENNANT
TRADING LIMITED**    )
 **(in
liquidation)**     )
 **THE
ENERGY GROUP INTERNATIONAL LIMITED**  )
 **(in
liquidation)**     )
 each
acting by **JAMES
TUCKER,** of KPMG
LLP,    )
 its Joint
Liquidator acting as agent and without    )
 personal
liability.    )
 
 18
 
 **SIGNED** by   )
 **ENERGY
GROUP HOLDINGS B.V.**   )
 **(in
administration)**    )
 **ENERGY
GROUP OVERSEAS B.V.**   )
 **(in
administration)**    )
 each
acting by **FINBARR
O'CONNELL,** of KPMG
LLP,  )
 its Joint
Administrator acting as agent and without   )
 personal
liability.   )
 
 
 
 
 **SIGNED** by  )
 **MAJOR
INSURANCE COMPANY LIMITED**  )
 **(BERMUDA)**  )
 **(in
liquidation)** acting
by **MIKE
MORRISON,**  )
 of KPMG
LLP, its Joint Liquidator acting as agent  )
 and
without personal liability.  )
 
 
 
 
 
 **KPMG
OFFICEHOLDERS**
 
 **SIGNED** by **JAMES
TUCKER** , of KPMG
LLP, **** in   )
 his own
capacity and on behalf of   )
 the
administrators or liquidators of:   )
 **Anglo-French
Exploration Company Limited (in liquidation)**  )
 **Energy
Holdings (No.1) Limited (in administration)**   )
 **Energy
Holdings (No.2) Limited (in administration)**   )
 **Energy
Holdings (No.4) Limited (in administration)**   )
 **Energy
Holdings (No.5) Limited (in administration)**   )
 **The
Energy Group Limited (in administration)**   )
 **TXU
Acquisitions Limited (in administration)**   )
 **TXU
Eastern Finance (A) Limited (in administration)**   )
 **TXU
Eastern Finance (B) Limited (in administration)**   )
 **TXU
Eastern Funding Company (in administration)**   )
 **TXU
Europe Limited (in administration)**   )
 **TXU
Finance (No.2) Limited (in administration)**   )
 **Alliedhike
Limited (in liquidation)**   )
 **Angbur
Investment Trust Limited (in liquidation)**   )
 **C.
Tennant, Sons & Company Limited (in liquidation)**   )
 **CGF
Investments Limited (in liquidation)**   )
 **Consolidated
Gold Fields Limited (in liquidation)**   )
 **Energy
(No.30) Limited (in liquidation)**   )
 **Energy
Holdings (No.3) Limited (in liquidation)**   )
 **Energy
Nominees Limited (in liquidation)**   )
 **Energy
Resources Limited (in liquidation)**   )
 **Gold
Fields Rhodesian Development**   )
 
 19
 
 **Company
Limited (The) (in liquidation)**   )
 **Gold
Fields Industrial Limited (in liquidation)**   )
 **Gold
Fields Industrial Holdings Limited (in liquidation)**   )
 **Gold
Fields Mahd Adh Dhahab Limited (in liquidation)**   )
 **Gold
Fields Mining & Industrial Limited(in liquidation)**   )
 **Mining
& Industrial Holdings Limited (in liquidation)**   )
 **New
Consolidated Gold Fields Limited (in liquidation)**   )
 **Rose,
Lloyd & Co. Limited (in liquidation)**   )
 **TEG
(Head Office) Limited (in liquidation)**   )
 **Tennant
Security Limited (in liquidation)**   )
 **Tennant
Trading Limited (in liquidation)**   )
 **The
Energy Group International Limited**  **(in
liquidation)**   )
 without
personal liability.    )
  
     
  **SIGNED** by     )
 **FINBARR
O'CONNELL,** of KPMG
LLP, **** in  )
 his own
capacity and on behalf of   )
 **PHILIP
WALLACE**    )
 in
relation to     )
 **Energy
Group Holdings B.V. (in administration)**  )
 **Energy
Group Overseas B.V. (in administration)**  )
 without
personal liability.   )
  
   
  
 
 **SIGNED** by     )
 **MIKE
MORRISON** , of KPMG
LLP **,** in   )
 his own
capacity **** in
relation to   )
 **Major
Insurance Company Limited**   )
 **(Bermuda)
(in liquidation)**   )
 without
personal liability.   )
  
   
  
  
 
 20
 
  
  **SIGNED** by **TXU
CORP.**     )
 acting by **Eric
H Peterson, Executive**   )
 **Vice
President and General Counsel**   )
 **of
TXU Corp** ., duly
authorised    )
 to sign
on behalf of TXU Corp.    )
  
  
  
  **SIGNED** by **Eric
H Peterson, Executive**   )
 **Vice-President
and General Counsel of**   )
 **TXU
Corp** ., duly
authorised to sign on behalf of  )
 the **CORP
PERSONS** named in
Schedule 2   )
 herein.        )
   
  
  **SIGNED** by **Eric
H Peterson, Executive**   )
 **Vice-President
and General Counsel of**   )
 **TXU**  **Corp** ., duly
authorised to sign on behalf of  )
 the **TXUE
PERSONS** named in
Part I of Schedule  )
 3
herein.       )
  
  
  
 **SIGNED** by **LOVELLS** acting
by Russell HP Sleigh,  )
 Partner,
duly authorised to sign on behalf of Lovells  )
 and any
of its partners or employees, including any  )
 employees
of Lovells Services Limited, solely in its and  )
 their
capacities as former advisers to any or all of the  )
 Holding
Companies.      )
   
 
 21
 
  
 **SIGNED** by **BERWIN
LEIGHTON PAISNER**  )
 acting by
Benjamin M. Larkin, Partner, duly authorised  )
 to sign
on behalf of the **TXUE
PERSONS** named  )
 in Part
II of Schedule 3.     )
  
   
  
  
  
 22
 
  **Schedule
1**
 
 **The
Holding Companies**
  
 **Company**
    **Status**
    **Company
      Number**
    **KPMG
      Officeholders**
    **Petition
      Date**Energy
      Holdings (No.1) Limited
    Administration
    3239971
    Joint
      administrators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      May 2003Energy
      Holdings (No. 2) Limited
    Administration
    2969102
    Joint
      administrators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      May 2003Energy
      Holdings (No. 4) Limited
    Administration
    1468589
    Joint
      administrators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      May 2003Energy
      Holdings (No. 5) Limited
    Administration
    941665
    Joint
      administrators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      May 2003Energy
      Group Holdings B.V.
    Administration
    33296335
      
      
      (Amsterdam)
    Joint
      administrators: Philip Wallace and Finbarr O’Connell of KPMG
      LLP
    20
      November 2003Energy
      Group Overseas B.V.
    Administration
    33296337
      (Amsterdam)
    Joint
      administrators: Philip Wallace and Finbarr O’Connell of KPMG
      LLP
    20
      November 2003
 
 23
 
 
 **Company**
    **Status**
    **Company
      Number**
    **KPMG
      Officeholders**
    **Petition
      Date**The
      Energy Group Limited
    Administration
    3613919
    Joint
      Administrators: Philip Wallace and James Tucker of KPMG LLP
    19
      November 2002TXU
      Acquisitions Limited
    Administration
    3455523
    Joint
      Administrators: Philip Wallace and James Tucker of KPMG LLP
    19
      November 2002TXU
      Eastern Finance (A) Limited
    Administration
    3680673
    Joint
      administrators: James Tucker and Richard Hill of KPMG LLP
    3
      November 2003TXU
      Eastern Finance (B) Limited
    Administration
    3679711
    Joint
      administrators: James Tucker and Richard Hill of KPMG LLP
    3
      November 2003TXU
      Eastern Funding Company
    Administration
    3710529
    Joint
      Administrators: James Tucker and Richard Hill of KPMG LLP
    3
      November 2003TXU
      Europe Limited
    Administration
    3505836
    Joint
      Administrators: Philip Wallace and James Tucker of KPMG LLP
    19
      November 2002TXU
      Finance (No. 2) Limited
    Administration
    3514100
    Joint
      Administrators: Philip Wallace and James Tucker of KPMG LLP
    2
      May 2003
 
 24
 
 
 **Company**
    **Status**
    **Company
      Number**
    **KPMG
      Officeholders**
    **Petition
      Date**Alliedhike
      Limited
    Liquidation
      (CVL)
    3328435
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    17
      April 2004Angbur
      Investment Trust Limited
    Liquidation
      (CVL)
    214006
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004Anglo-French
      Exploration Company Limited
    Liquidation
      (MVL)
    30500
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004C.
      Tennant, Sons & Company Limited
    Liquidation
      (CVL)
    719196
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004CGF
      Investments Limited
    Liquidation
      (MVL)
    2399504
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004Consolidated
      Gold Fields Limited
    Liquidation
      (MVL)
    36936
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    8
      February 1999Energy
      (No.30) Limited
    Liquidation
      (CVL)
    3568436
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG
    17
      April 2003
 
 25
 
 
 **Company**
    **Status**
    **Company
      Number**
    **KPMG
      Officeholders**
    **Petition
      Date**Energy
      Holdings (No. 3) Limited
    Liquidation
      (CVL)
    3257256
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    30
      December 2002Energy
      Nominees Limited
    Liquidation
      (MVL)
    333359
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004Energy
      Resources Limited
    Liquidation
      (CVL)
    3273548
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    17
      April 2003Gold
      Fields Rhodesian Development Company Limited (The)
    Liquidation
      (CVL)
    119968
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004Gold
      Fields Industrial Limited
    Liquidation
      (CVL)
    92890
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004Gold
      Fields Industrial Holdings Limited
    Liquidation
      (CVL)
    261411
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    29
      April 2004Gold
      Fields Mahd adh Dhahab Limited
    Liquidation
      (CVL)
    1205059
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004
 
 26
 
 
 **Company**
    **Status**
    **Company
      Number**
    **KPMG
      Officeholders**
    **Petition
      Date**Gold
      Fields Mining & Industrial Limited
    Liquidation
      (CVL)
    114629
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    29
      April 2004Major
      Insurance Company Limited
    Liquidation
      (MVL
      - Bermuda)
    13574
      (Bermuda)
    Mike
      Morrison of KPMG LLP (Bermuda)
    6
      October 2003Mining
      & Industrial Holdings Limited
    Liquidation
      (MVL)
    714355
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004New
      Consolidated Gold Fields Limited
    Liquidation
      (MVL)
    157784
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004Rose,
      Lloyd & Co. Limited
    Liquidation
      (MVL)
    155388
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004TEG
      (Head Office) Limited
    Liquidation
      (CVL)
    2259512
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    17
      April 2003Tennant
      Security Limited
    Liquidation
      (MVL)
    70705
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004
 
 27
 
 
 **Company**
    **Status**
    **Company
      Number**
    **KPMG
      Officeholders**
    **Petition
      Date**Tennant
      Trading Limited
    Liquidation
      (CVL)
    219270
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004The
      Energy Group International Limited
    Liquidation
      (CVL)
    410122
    Joint
      liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    2
      February 2004
 
 28
 
  **Schedule
2**
 
 **The
Corp Persons**
 
  Derek C
Bonham
 Brian A
Dickie
 H Jarrell
Gibbs
 Michael J
McNally
 Erle A
Nye
 Eric H
Peterson
 Philip G
Turberville
 Robert A
Wooldridge
 
 Jerry S
Farrington
 William M
Griffin
 Kerney
Laday
 Jack E
Little
 Margaret
N Maxey
 James E
Oesterreicher
 Charles R
Perry
 Herbert H
Richardson
 
 Manu
Asthana
 Thomas L
Baker
 Andrew C
Cameron
 John E
Crawford Jr.
 John P
Gamino
 Michael J
Garberding
 Anthony R
Horton
 Jerry D
Hunt
 Kirk R
Oliver
 Paul F
O’Malley
 Stanley J
Szlauderbach
 Peter B
Tinkham
 Philip S
Toler
 Max
Underwood
 
 
 
 
  
 29
 
  **Schedule
3**
 
 **The
TXUE Persons**
 
 **Part
I**
 
 Derek C
Bonham
 Brian A
Dickie
 H Jarrell
Gibbs
 Michael J
McNally
 Erle A
Nye
 Eric H
Peterson
 Philip G
Turberville
 Robert A
Wooldridge
 
 **Part
II**
 
 Henry
Birt
 Howard
Goodbourn
 Brian
Hutchinson
 Paul C
Marsh
 Martin
Murray
 Roger
Partington
 Willem
Smit
 Martin S
W Stanley
 Gary
Wiffin
 
  **Part
III**
  Lovells
and any of its partners or employees, including employees of Lovells Services
Limited, solely in its and their capacities as former advisers to any or all of
the Holding Companies.
   30
 
  **Schedule
4**
 
 **The
Operating Companies**
  **Part
I**
  
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      Europe Group plc
    Administration
    03247622
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y, together with Philip
      Wallace and James Tucker of KPMG
    19
      November 2002TXU
      Europe Energy Trading Limited
    Administration
    03116221
    Joint
      Administrators: Alan Bloom, Roy Bailey and Gareth Hughes of
      E&Y
    19
      November 2002TXU
      Europe Power Limited
    Administration
    02353756
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    17
      February 2003TXU
      UK Limited
    Administration
    02937796
    Joint
      Administrators: Alan Bloom, Roy Bailey and Gareth Hughes of E&Y and
      Christopher Hughes of Talbot Hughes McKillop LLP1
    19
      November 2002
   1   Christopher
Hughes appointed on 11 March 2004.
 31
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**Eastern
      Electricity Holdings Limited
    Administration
    04191756
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    18
      September 2003TXU
      Europe Merchant Properties Limited
    Liquidation
      (CVL)
    03181383
    Joint
      Liquidators: Alan Bloom and Roy Bailey of E&Y
    29
      January 2003TXU
      Europe Merchant Generation Limited
    Liquidation
      (CVL)
    03116225
    Joint
      Liquidators: Alan Bloom and Roy Bailey of E&Y
    29
      January 2003TXU
      Europe Power Development Limited
    Liquidation
      (CVL)
    02529347
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    19
      June 2003TXU
      Europe (Partington) Limited
    Liquidation
      (CVL)
    03210149
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    24
      April 2003TXU
      Europe Power Production Services Limited
    Liquidation
      (CVL)
    03571895
    Joint
      Liquidators: Alan Bloom and Roy Bailey of E&Y
    29
      January 2003TXU
      (UK) Holdings Limited
    Administration
    02907433
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    27
      August 2003Energy
      Holdings (No.6) Limited
    Administration
    04191744
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    18
      September 2003
 
 32
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      Europe Leasing (4) Limited
    Liquidation
      (CVL)
    02969719
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003TXU
      Europe (Blade No.2) Limited
    Liquidation
      (CVL)
    04165891
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    11
      July 2003TXU
      Europe (Blade) Limited
    Liquidation
      (CVL)
    04195832
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003TXU
      Europe Trading Limited
    Liquidation
      (MVL)
    03431927
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    24
      April 2003TXU
      Europe Natural Gas (Trading) Limited
    Liquidation
      (CVL)
    02937812
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    11
      July 2003TXU
      Finland Holdings Limited
    Liquidation
      (CVL)
    03571911
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004TXU
      Germany Limited
    Liquidation
      (CVL)
    03571857
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004TXU
      Europe Overseas Finance Limited
    Liquidation
      (CVL)
    03116229
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    24
      July 2003
 
 33
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      Europe Leasing (5) Limited
    Liquidation
      (CVL)
    02512605
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003Precis
      (2264) Limited
    Liquidation
      (CVL)
    04487349
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003TXU
      Europe Renewable Generation Limited
    Liquidation
      (CVL)
    03300836
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004TXU
      Direct Sales Limited
    Liquidation
      (CVL)
    03181389
    Joint
      Liquidators: Alan Lovett and Martin Fishman of E&Y
    30
      September 2003
 
 **Part
II**
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**Eastern
      Group Finance Limited
    Liquidation
      (CVL)
    02937764
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    30
      September 2003Anglian
      Power Generators Limited
    Administration
    02488955
    Joint
      Administrators: James Tucker and Philip Wallace of KPMG LLP
    26
      June 2003Peterborough
      Power Limited
    Administration
    02353599
    Joint
      Administrators: James Tucker and Philip Wallace of KPMG LLP
    26
      June 2003TXU
      Europe Power Services Limited
    Administration
    03568319
    Joint
      Administrators: James Tucker and Philip Wallace of KPMG LLP
    26
      June 2003
   
 34
 
  **Schedule
5**
 
 **Excluded
Companies** ****
  
 **Company**
    **Status**
    **Company
      Number**
    **Officeholders
      (if any)**
    **Petition
      Date**Apriliasviluppo
      SRL Italy
    Liquidation
      (In
      Italy)
    07117271002
    Massimo
      Matteini of Ciccioriccio e AssociatiARES
      Energie Direkt GmbH
    Receivership
      (In
      Germany)
    HRB
      72090
    Dirk
      Wittkowski of Henningsmeier RechtanswalteBarking
      Power Limited
    Active
      - controlled by the directors
    02354681
    N/A
    N/AEastern
      Energy Management Limited
    Liquidation
      (CVL)
    02879327
    Joint
      Liquidators: Alan Bloom, Elizabeth Bingham and Roy Bailey of
      E&Y
    24
      July 2003Eastern
      Group Insurance Services Limited
    Overseas
      Company
      Liquidation
      completed
    
    Joint
      Liquidators: Alan Bloom and Paul Duffy of E&Y
 
 35
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Officeholders
      (if any)**
    **Petition
      Date**Eastern
      Metering Services Limited
    Active
      - controlled by the sole director: Paul Colin Marsh
    03431926
    N/A
    N/AExploration
      Ventures Limited
    Liquidation
      (MVL)
    513532
    Joint
      Liquidators: Jonathan Sisson and Richard Setchim of PricewaterhouseCoopers
      LLP
    23
      November 2004Exven
      Limited
    Liquidation
      (MVL)
    977929
    Joint
      Liquidators: Jonathan Sisson and Richard Setchim of PricewaterhouseCoopers
      LLP
    23
      November 2004F.W.
      Cook (Mechanical Services) Limited
    Liquidation
      (CVL)
    01599611
    Joint
      Liquidators: Alan Bloom, Elizabeth Bingham and Roy Bailey of
      E&Y
    30
      September 2003Ginpep
      Limited (fka Eastern Metering and Data Collection Limited)
    Liquidation
      (MVL)
    03431922
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004Gold
      Fields Resources Limited
    Active
      - controlled by the sole director: Paul Colin Marsh
    2958009
    N/A
    N/A
 
 36
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Officeholders
      (if any)**
    **Petition
      Date**Hutchints
      Limited (fka Gwynedd Power Limited)
    Liquidation
      (MVL)
    03087765
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004Logicalform
      Limited
    Active
      - controlled by the sole director: Paul Colin Marsh
    03636453
    N/A
    N/AMinven
      Minerals Limited
    Liquidation
      (MVL)
    987755
    Joint
      Liquidators: Jonathan Sisson and Richard Setchim of PricewaterhouseCoopers
      LLP
    23
      November 2004Nedalo
      B.V.
    Liquidation
      (CVL)
    30121704
    Liquidator:
      Paul Schaink of Van Doorne
    20
      December 2002Norweb
      Energi Limited
    Liquidation
      (CVL)
    04141411
    Joint
      Liquidators: Anthony Supperstone and Malcolm Cohen of BDO Stoy
      Hayward
    29
      November 2002Peabody
      Resources (UK) Limited
    Active
      - controlled by the sole director: Paul Colin Marsh
    1451215
    N/A
    N/AShotton
      Combined Heat and Power Limited
    Administrative
      Receivership
    03181385
    Joint
      Receivers: Roger Marsh and Michael Horrocks of PricewaterhouseCoopers
      LLP
    17
      December 2002
 
 37
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Officeholders
      (if any)**
    **Petition
      Date**Speechnet
      Limited
    Liquidation
      (CVL)
    03046672
    Joint
      Liquidators: Anthony Supperstone and Malcolm Cohen of BDO Stoy
      Hayward
    11
      July 2003Stallingborough
      CHP Limited
    Liquidation
      (CVL)
    02669504
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    30
      September 2003TXU
      Europe (AHG Shipping Services) Limited
    Liquidation
      (CVL)
    03169402
    Joint
      Liquidators: Malcolm Cohen and Anthony Supperstone of BDO Stoy
      Hayward
    24
      April 2003TXU
      Europe (Deutschland Beteiligungs) GmbH
    Liquidation
      (In Germany)
    501
      HRB 5940
    Jens-Soren
      Schroder of Johlke, Niethammer & PartnerTXU
      Europe Energy Trading (Deutschland) GmbH
    Solvent
      Liquidation
    HRB
      5734
    Joint
      Liquidators: Roy Bailey and Andreas Crone of E&Y
    11
      January 2005TXU
      Europe Energy Trading (Italia) SpA
    Liquidation
      (In Italy)
    1311
      5910 153
    Massimo
      Matteini of Ciccioriccio e AssociatiTXU
      Europe Energy Trading (Nederland) B.V.
    Solvent
      Liquidation
    24290470
    Joint
      Liquidators: Roy Bailey and Alan Bloom of E&Y
    11
      January 2005
 
 38
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Officeholders
      (if any)**
    **Petition
      Date**TXU
      Europe Energy Trading (Poland) Zoo
    Liquidation
    0000042930
    Mikolaj
      Franzkowia
    April
      2003TXU
      Europe Energy Trading (UK) Limited
    Liquidation
      (CVL)
    03568552
    Joint
      Liquidators: Anthony Supperstone and Malcolm Cohen of BDO Stoy
      Hayward
    11
      July 2003TXU
      Europe Energy Trading B.V.
    Bankruptcy
    27182078
    Jop
      Rosenberg Polak of Salomons Van der Valk and Jurjen Lemstra of Pels
      Rijcken & Droogleever Fortuijn
    25
      November 2004TXU
      Stadtwerke Holdings GmbH & Co. KG
    Active
      partnership
    HRA
      33411
    Controlled
      by Roy Bailey of E&Y (via TXU Europe Energy Trading (Deutschland) GmbH
      and TXU Europe Energy Trading (Nederland) B.V partnership holdings - not
      as direct officeholder).
    N/ATXU
      (PT1) Limited (fka Energy Portfolio Funding Limited)
    Liquidation
      (CVL)
    03571869
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    24
      July 2003Web
      Power Limited
    Overseas
      Company
    
    N/A
    N/AZamojska
      Spolka Elektoenrgetyczna Sp Zoo
    Liquidation
      (Poland)
    RHB
      582
    Krzysztof
      Pilus of Domanski Zahrzewski Palinka sp.k.
    2
      October 2001
  
  
 39
 
 **Schedule
6**
 
 **Operating
Company Deed of Release**
 
 **Dated
[  ]**
 
 **Between**
 **OPERATING
COMPANIES AND THEIR OFFICEHOLDERS**
 
 **TXU
EUROPE IRELAND 1 (IN LIQUIDATION) AND ITS OFFICEHOLDERS**
 
 **TXU
EUROPE GERMAN FINANCE B.V. (IN LIQUIDATION) AND ITS
OFFICEHOLDERS**
 
 **TXU
EUROPE LIMITED (IN ADMINISTRATION) AND ITS OFFICEHOLDERS**
 
 **and**
 
 **TXU
CORP.**
 
 ****
 **OPERATING
COMPANY DEED OF RELEASE**
 
 
 
 Cadwalader
 
 Cadwalader,
Wickersham & Taft LLP
 265
Strand
 London,
WC2R 1BH
 
 Tel: +44
(0) 20 7170 8700
 Fax: +44
(0) 20 7170 8600
 Ref:
YC/95977.001
 
  
 40
 
  
 **TABLE
      OF CONTENTS****Page**1
    INTERPRETATION
    22
    RELEASES
    23
    FURTHER
      ASSURANCE
    34
    CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT
    35
    OFFICEHOLDERS
      NOT PERSONALLY LIABLE
    46
    MISCELLANEOUS
    57
    NOTICES
    68
    GOVERNING
      LAW AND JURISDICTION
    6Annex
      1 Operating Companies and Officeholders
    13
 
 41
 
  **THIS
DEED** is made
the [  ] day of [  ] 2005
  **BETWEEN:**
  (1)
    The
      companies named in Parts I, II and III of Annex 1 hereto (the
      “**Operating
      Companies**”),
      each acting by its officeholders specified in Annex 1 as agents without
      personal liability (the “**Operating
      Company Officeholders**”);
  (2)
    The
      Operating Company Officeholders;
  (3)
    TXU
      Europe Ireland 1 (in liquidation), a company incorporated in Ireland with
      company number 316371, (“**Ireland
      1**”)
      acting by its joint liquidators named in Part IV of Annex 1 as agents
      without personal liability (the “**Ireland
      1 Officeholders**”),
      and having its registered office at Wilton Place, Dublin 2,
      Ireland;
  (4)
    The
      Ireland 1 Officeholders;
  (5)
    TXU
      Europe German Finance B.V. (in liquidation), a company incorporated in the
      Netherlands with company number 27251472, (“**German
      Finance**”)
      acting by its joint liquidators named in Part IV of Annex 1 as agents
      without personal liability (the “**German
      Finance Officeholders**”),
      and having its registered office at Koninginnegracht 15 2514 AB, The
      Hague, Netherlands;
  (6)
    The
      German Finance Officeholders;
  (7)
    TXU
      Europe Limited (in administration), a company incorporated in England and
      Wales with company number 03505836, acting by its joint administrators as
      agents without personal liability and having its registered office at 8
      Salisbury Square, London EC4Y 8BB (“**TXUEL**”);
  (8)
    The
      joint administrators of TXUEL, James R Tucker and Philip W Wallace of KPMG
      LLP, of 8 Salisbury Square, London EC4Y 8BB, each acting as agent without
      personal liability (the “**TXUEL
      Officeholders**”);
      and
  (9)
    TXU
      Corp., a
      corporation incorporated under the laws of Texas in the United States of
      America and having its registered office at Energy Plaza, 1601 Bryan
      Street, Dallas, Texas 75201, USA (“**Corp**”).
  **WHEREAS** :
  (A)
    Capitalised
      terms used but not defined in these recitals have the respective meanings
      set out above or as specified in Clause 1.1 of this
  Deed.
  (B)
    Certain
      companies in the TXUE Group have put Corp, certain of the Corp Persons and
      certain of the TXUE Persons on notice of claims any or all of them have or
      may have against any or all of Corp, the Corp Persons and the TXUE
      Persons. Each of Corp, the Corp Persons and the TXUE Persons denies
      liability in respect of all such claims.
 
 (C)
    The
      Holding Companies and the KPMG Officeholders have entered into a
      settlement agreement dated on or about 27 January 2005 with Corp, the Corp
      Persons and the TXUE Persons (the “**Settlement
      Agreement**”).
      Pursuant to the terms of the Settlement Agreement (and subject to the
      satisfaction of certain conditions) releases, waivers and discharges will
      be granted by each of Corp, the Corp Persons and the TXUE Persons for the
      benefit of, amongst others, the Operating Companies and the Operating
      Company Officeholders.
  42
 (D)
    It
      is a condition to the effectiveness of said releases that the parties
      execute and deliver this Deed on the terms set out
  below.
  (E)
    TXUEL,
      the TXUEL Officeholders and Corp wish to be parties to this Deed for the
      purposes of enforcement thereof.
  **NOW
IT IS AGREED** as
follows:
  **1**
    **INTERPRETATION**
  1.1
    Capitalised
      terms used but not defined in this Deed have the respective meanings
      defined in the Settlement Agreement, save where specified or where the
      context otherwise requires.
  1.2
    References
      herein to any numbered Section, Part, Clause, or Annex without further
      designation shall, unless the context otherwise requires, be construed as
      a reference to the section, part or clause of or annex to this Deed as so
      numbered.
  1.3
    Annexes
      to this Deed form part of and are deemed to be incorporated in this
      Deed.
  1.4
    Section
      headings of and in any Annex to this Deed are for convenience only and
      shall not be taken into account in the interpretation of this
      Deed.
  1.5
    References
      in this Deed to any statute or statutory provision shall mean that statute
      or statutory provision as amended and in force as at the date of this
      Deed.
  1.6
    Words
      used in this Deed importing the plural shall include the singular and*vice
      versa*.
  1.7
    The
      term “person” when used in this Deed shall include an individual, a firm,
      a body corporate, an unincorporated association, a partnership and a
      person’s legal personal representatives or
successors.
  1.8
    Statements
      contained in the recitals to this Deed shall be considered in the
      interpretation of this Deed.
  **2**
    **RELEASES**
  2.1
    Subject
      to Clause 2.5 below, the terms of this Section 2 shall become effective
      subject to and immediately upon receipt of the Settlement Sum and the
      Reimbursement Sums in accordance with Section 2 of the Settlement
      Agreement.
 
 2.2
    In
      consideration of the releases, waivers and discharges to be given under
      Clauses 3.2 and 3.4 of the Settlement Agreement, each of the Operating
      Companies, the Operating Company Officeholders, Ireland 1, the Ireland 1
      Officeholders, German Finance and the German Finance Officeholders hereby
      irrevocably releases, waives and discharges, to the maximum extent
      permitted by law, any and all Claims it has or may have against any or all
      of:
  43
 2.2.1
    the
      TXUE Persons;
  2.2.2
    the
      TXUE Third Parties;
  2.2.3
    Corp;
  2.2.4
    the
      Corp Persons; and
  2.2.5
    the
      Corp Third Parties.
  2.3
    Within
      two Business Days of receipt of the Settlement Sum and the Reimbursement
      Sums in accordance with Section 2 of the Settlement Agreement, the TXUEL
      Officeholders shall notify the Operating Company Officeholders of that
      fact, provided that failure to comply with this Clause shall not be a
      condition to the effectiveness of the releases in Clause
    2.2.
  2.4
    TXUEL
      and Corp agree they shall not consent to any amendment or supplement to
      Section 3 of the Settlement Agreement without first obtaining the consent
      of the Operating Companies, the Operating Company Officeholders, Ireland
      1, the Ireland 1 Officeholders, German Finance and the German Finance
      Officeholders.
  2.5
    Save
      for the companies named in Part III of Annex 1, the terms of this Deed
      shall not apply to any Operating Company in respect of which, immediately
      following the last occurring Implementation Date in respect of the Core
      Operating Company CVAs, no Implementation Date for a CVA has
      occurred.
  **3**
    **FURTHER
      ASSURANCE**
  Each
party shall at its own cost do and execute or procure to be done and executed
all necessary acts, deeds, documents and things reasonably within its power to
give effect to this Deed.
  **4**
    **CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT**
  4.1
    It
      is expressly intended and agreed by the parties that each
    of:
  4.1.1
    the
      TXUE Persons;
  4.1.2
    the
      TXUE Third Parties;
  4.1.3
    the
      Corp Persons; and
 
 4.1.4
    the
      Corp Third Parties,
  shall be
entitled in its own right to enforce such releases, waivers and discharges as
may be given to it and become effective under the terms of this Deed by virtue
of and in accordance with the Contracts (Rights of Third Parties) Act
1999.
  4.2
    With
      the exception of the persons referred to in Clause 4.1, a person who is
      not a party to this Deed may not enforce any of its terms under the
      Contracts (Rights of Third Parties) Act
1999.
  44
 4.3
    No
      consent of any third party (including for the avoidance of doubt, any
      person referred to in Clause 4.1) shall be required to amend, waive,
      substitute or supplement any provisions of this
Deed.
  4.4
    The
      parties to this Deed may rescind or vary this Deed or any of its terms
      without the consent of any person referred to in Clause 4.1, even if the
      rights of any such person under Clause 4.1 shall, by reason of such
      rescission or variation, be extinguished or
altered.
  **5**
    **OFFICEHOLDERS
      NOT PERSONALLY LIABLE**
  5.1
    This
      Deed is entered into by the Operating Company Officeholders, the Ireland 1
      Officeholders, the German Finance Officeholders and the TXUEL
      Officeholders as agents, in each case, without personal liability.
  5.2
    The
      Parties to this Deed acknowledge and agree that:
  5.2.1
    none
      of the TXUEL Officeholders, the Operating Company Officeholders, the
      Ireland 1 Officeholders and the German Finance Officeholders nor their
      respective firms, fellow members, partners, employees, agents, advisers or
      representatives shall incur any personal liability under, or by virtue of,
      this Deed, nor in relation to any related matter or claim howsoever,
      whenever and wherever arising, and whether such claim is formulated in
      contract and/or tort or by reference to any other remedy or right, and in
      whatever jurisdiction or forum;
  5.2.2
    none
      of the TXUEL Officeholders, the Operating Company Officeholders, the
      Ireland 1 Officeholders and the German Finance Officeholders nor their
      respective firms, fellow members, partners, employees, agents, advisers or
      representatives has given or entered into any collateral undertakings,
      representations, warranties or deeds in connection with this Deed;
  5.2.3
    save
      as specified above, the TXUEL Officeholders, the Operating Company
      Officeholders, the Ireland 1 Officeholders and the German Finance
      Officeholders are parties to this Deed in their personal capacities solely
      for the purpose of receiving the benefit of the exclusions, limitations,
      undertakings, covenants and releases in their favour as provided in or
      effected by this Deed; and
 
 5.2.4
    nothing
      in this Deed shall operate to restrict or affect in any way any right of
      the TXUEL Officeholders, the Operating Company Officeholders, the Ireland
      1 Officeholders and the German Finance Officeholders to an indemnity or
      assurance to which by law they are
entitled.
  **6**
    **MISCELLANEOUS**
  6.1
    This
      Deed constitutes the whole agreement between the parties hereto relating
      to its subject matter.
  6.2
    This
      Deed supersedes any other agreement or arrangement entered into between
      the parties with respect to the subject matter hereof and, to the extent
      that any other agreement or arrangement has been entered into by any party
      which contains provisions inconsistent with the terms of this Deed, the
      terms of this Deed shall prevail.
  45
 6.3
    If
      any term of this Deed is deemed illegal, invalid or unenforceable in any
      jurisdiction, that shall not affect:
  6.3.1
    the
      legality, validity or enforceability in that jurisdiction of any other
      term of this Deed; or
  6.3.2
    the
      legality, validity or enforceability in other jurisdictions of that term
      or any other term of this Deed.
  6.4
    This
      Deed shall be binding upon and inure for the benefit of the parties
      hereto, their successors and assigns. It is the intention of the parties
      hereto that this Deed shall be binding to the maximum extent permitted by
      law upon their successors and assigns, an appointed liquidator for any
      such companies or other trustee or agent for creditors in connection with
      any insolvency proceedings.
  6.5
    This
      Deed must not be modified, amended or supplemented except in writing
      signed by each of the parties hereto.
  6.6
    This
      Deed may be executed in two or more counterparts each of which shall be
      deemed to be an original and which together shall constitute one and the
      same instrument.
  6.7
    The
      parties shall each bear their own costs in connection with the
      preparation, negotiation, execution and implementation of this
      Deed.
 
 6.8
    Except
      as set out in this Clause 6.8, no public announcement of the terms of this
      Deed, the Settlement Agreement or their implementation shall be made (save
      by Corp and the TXUEL Officeholders as permitted by the Settlement
      Agreement). Each party to this Deed agrees that it will make no public
      comment of a disparaging nature in relation to any other party in
      connection with the business or affairs of any member of the TXUE Group.
      The parties to this Deed acknowledge that Corp will have an entitlement to
      file a copy of this Deed with the Securities and Exchange Commission, and
      that the Operating Companies, Ireland 1 and German Finance will be
      entitled to make appropriate disclosure as part of their CVA documentation
      and to creditors’ committees and meetings of creditors and members and as
      otherwise required by law.
  **7**
    **NOTICES**
  7.1
    Any
      notice under this Deed shall be given by being duly transmitted to the
      following address by facsimile
transmission:
  7.1.1
    in
      the cases of any of the Operating Companies or Operating Company
      Officeholders named in Part I of Annex 1, to Ernst & Young LLP of 1
      More London Place, London SE1 2EF, facsimile number 020 7951 1345 (for the
      attention of Alan Bloom and Mike Rollings);
  7.1.2
    in
      the cases of Ireland 1, the Ireland 1 Officeholders, German Finance and
      the German Finance Officeholders, to Ernst & Young LLP of 1 More
      London Place, London SE1 2EF, facsimile number 020 7951 1345 (for the
      attention of Alan Bloom and Roy Bailey);
  46
 7.1.3
    in
      the cases of TXUEL, the TXUEL Officeholders and any Operating Company or
      Operating Company Officeholders named in Parts II and III of Annex 1, to
      KPMG LLP of 8 Salisbury Square, London EC4Y 8BB, facsimile number 020 7694
      3011 (for the attention of Jim Tucker); and
  7.1.4
    in
      the case of Corp, to TXU Corp., 1601 Bryan Street, Dallas TX 75201, USA,
      facsimile number +1 214 812 6032 (for the attention of David
      Poole);
  or such
other address and numbers as each such party may from time to time expressly
substitute for them by notice given to the other parties.
  7.2
    Any
      notice under this Deed will be deemed to be given when the relevant
      facsimile transmission is received in legible
form.
 
 **8**
    **GOVERNING
      LAW AND JURISDICTION**
  8.1
    This
      Deed shall be governed by and construed in accordance with English law.
  8.2
    The
      parties hereby irrevocably agree to submit to the exclusive jurisdiction
      of the High Court of England and Wales in respect of any dispute, action
      or proceeding arising out of or in connection with this Deed. Each party
      hereby irrevocably waives any objection which it might have at any time to
      the High Court being nominated as the forum to hear and determine any such
      dispute, action or proceeding and for such purpose agrees not to claim
      that such court is an inconvenient or inappropriate
  forum.
 
 47
 
  **IN
WITNESS** of which
this Deed has been duly executed and delivered on the date first appearing on
this Deed.
  **SIGNED** as a **DEED** by      )
 **TXU
EUROPE GROUP PLC (in administration),**   )
 **TXU
EUROPE ENERGY TRADING LIMITED**   )
 **(in
administration),**   )
 **TXU
EUROPE POWER LIMITED (in administration)**  )
 **TXU
UK LIMITED (in administration)**    )
 **EASTERN
ELECTRICITY HOLDINGS LIMITED**   )
 **(in
administration)**    )
 **TXU
(UK) HOLDINGS LIMITED**   )
 **(in
administration)**    )
 **ENERGY
HOLDINGS (No.6) LIMITED**   )
 **(in
administration)**    )
 each
acting by **ALAN
BLOOM,**   )
 its Joint
Administrator acting as agent   )
 and
without personal liability, in the presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
  Occupation  ....................................
  
 
 **SIGNED** as a **DEED** by   )
 **TXU
EUROPE MERCHANT PROPERTIES LIMITED**  )
 **(in
liquidation)**   )
 **TXU
EUROPE MERCHANT GENERATION LIMITED**  )
 **(in
liquidation)**   )
 **TXU
EUROPE POWER DEVELOPMENT LIMITED**  )
 **(in
liquidation)**    )
 **TXU
EUROPE (PARTINGTON) LIMITED**   )
 **(in
liquidation)**    )
 **TXU
EUROPE POWER PRODUCTION SERVICES**  )
 **LIMITED
(in liquidation)**   )
 **TXU
EUROPE LEASING (4) LIMITED**   )
 **(in
liquidation)**    )
 **TXU
EUROPE (BLADE) LIMITED**   )
 **(in
liquidation)**    )
 **TXU
EUROPE (BLADE NO.2) LIMITED**   )
 **(in
liquidation)**    )
 **TXU
EUROPE TRADING LIMITED**   )
 **(in
liquidation)**    )
 
 48
 
 **TXU
EUROPE NATURAL GAS (TRADING) LIMITED**  )
 **(in
liquidation)**    )
 **TXU
FINLAND HOLDINGS LIMITED**   )
 **(in
liquidation)**    )
 **TXU
GERMANY LIMITED**   )
 **(in
liquidation)**    )
 **TXU
EUROPE OVERSEAS FINANCE LIMITED**   )
 **(in
liquidation)**    )
 **TXU
EUROPE LEASING (5) LIMITED**   )
 **(in
liquidation)**    )
 **PRECIS
(2264) LIMITED**   )
 **(in
liquidation)**    )
 **TXU
EUROPE RENEWABLE GENERATION LIMITED**  **)**
 **(in
liquidation)**    )
 **TXU
EUROPE IRELAND 1**   )
 **(in
liquidation)**   )
 **TXU
EUROPE GERMAN FINANCE B.V.**   )
 **(in
liquidation)**   )
 each
acting by **ALAN
BLOOM** ,   )
 its Joint
Liquidator acting as agent   )
 and
without personal liability, in the presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
   
  **SIGNED** as a **DEED** by   )
 **ANGLIAN
POWER GENERATORS LIMITED**   )
 **(in
administration)**    )
 **PETERBOROUGH
POWER LIMITED**   )
 **(in
administration)**    )
 **TXU
EUROPE POWER SERVICES LIMITED**   )
 **(in
administration)**    )
 each
acting by **JAMES
TUCKER** ,   )
 its Joint
Administrator acting as agent and without   )
 personal
liability, in the presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
  
 49
 
 **SIGNED** as a **DEED** by   )
 **EASTERN
GROUP FINANCE LIMITED**   )
 **(in
liquidation)**    )
 acting by **JAMES
TUCKER** ,   )
 its Joint
Liquidator acting as agent and without   )
 personal
liability, in the presence of:   )
  
   
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
  
 
 
 
 
 
 
 **SIGNED** as a **DEED** by   )
 **TXU
DIRECT SALES LIMITED**   )
 **(in
liquidation)** acting
by **MARTIN
FISHMAN** ,   )
 its Joint
Liquidator acting as agent and without   )
 personal
liability, in the presence of:   )
  
   
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
  
 
 
 
 
 
 
 
 
 50
 
 
 **SIGNED** as a **DEED** by   )
 **ALAN
BLOOM** , ** in    )
 his own
capacity and on behalf of   )
 the
administrators or liquidators of:   )
 **TXU
Europe Group plc (in administration)**  )
 **TXU
Europe Energy Trading Limited (in administration)**  )
 **TXU
Europe Power Limited (in administration)**  )
 **TXU
UK Limited (in administration)**  )
 **Eastern
Electricity Holdings Limited (in administration)**  )
 **TXU
(UK) Holdings Limited (in administration)**  )
 **Energy
Holdings (No.6) Limited (in administration)**  )
 **TXU
Europe Merchant Properties Limited (in liquidation)**  )
 **TXU
Europe Merchant Generation Limited (in liquidation)**  )
 **TXU
Europe Power Development Limited (in liquidation)**  )
 **TXU
Europe (Partington) Limited (in liquidation)**  )
 **TXU
Europe Power Production Services Limited**  )
 **(in
liquidation)**   )
 **TXU
Europe Leasing (4) Limited (in liquidation)**  )
 **TXU
Europe (Blade) Limited (in liquidation)**  )
 **TXU
Europe (Blade No.2) Limited (in liquidation)**  )
 **TXU
Europe Trading Limited (in liquidation)**  )
 **TXU
Europe Natural Gas (Trading) Limited (in liquidation)**  )
 **TXU
Finland Holdings Limited (in liquidation)**  )
 **TXU
Germany Limited (in liquidation)**  )
 **TXU
Europe Overseas Finance Limited (in liquidation)**  )
 **TXU
Europe Leasing (5) Limited (in liquidation)**  )
 **Precis
(2264) Limited (in liquidation)**  )
 **TXU
Europe Renewable Generation Limited (in liquidation)**  )
 **TXU
Europe Ireland 1 (in liquidation)**  )
 **TXU
Europe German Finance B.V. (in liquidation)**  )
 without
personal liability, in the presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
  
 
 
 
 
 
 
 
 
 51
 
 
 **SIGNED** as a **DEED** by   )
 **JAMES
TUCKER** , **** in   )
 his own
capacity and on behalf of   )
 the
administrators or liquidators of:  )
 **TXU
Europe Limited (in administration)**  )
 **Anglian
Power Generators Limited (in administration)**  )
 **Peterborough
Power Limited (in administration)**  )
 **TXU
Europe Power Services Limited (in administration)**  )
 **Eastern
Group Finance Limited (in liquidation)**  )
 without
personal liability, in the presence of:   )
  
   Signature  ...................................
 Name   ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
  
 
 
 
 
 
 
 
 **SIGNED** as a **DEED** by   )
 **MARTIN
FISHMAN,** in   )
 his own
capacity and on behalf of   )
 ALAN
LOVETT, together being the liquidators of:  )
 **TXU
Direct Sales Limited (in liquidation)**  )
 without
personal liability, in the presence of:   )
  
   Signature  ...................................
 Name   ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
  
 
 
 
 
 
 
 52
 
 
  **SIGNED** as a **DEED** by **TXU
CORP.**   )
 acting by **Eric
H Peterson, Executive**   )
 **Vice
President and General Counsel**   )
 **of
TXU Corp.,** duly
authorised to    )
 sign on
behalf of TXU Corp., in the presence of:  )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
 
 
 
 
 
 
 
 
 **SIGNED** as a **DEED** by **TXU
EUROPE LIMITED**   )
 **(in
administration)** acting by **JAMES
TUCKER,**   )
 its Joint
Administrator acting as   )
 agent and
without personal liability, in the presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
 
 
 
  
 53
 
 **Annex
1**
 
 **Part
I**
 
 **The
Operating Companies**
 **(EY
appointed Officeholders)**
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      Europe Group plc
    Administration
    03247622
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y, together with Philip
      Wallace and James Tucker of KPMG
    19
      November 2002TXU
      Europe Energy Trading Limited
    Administration
    03116221
    Joint
      Administrators: Alan Bloom, Roy Bailey and Gareth Hughes of
      E&Y
    19
      November 2002TXU
      Europe Power Limited
    Administration
    02353756
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    17
      February 2003
 
 
 
 54
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      UK Limited
    Administration
    02937796
    Joint
      Administrators: Alan Bloom, Roy Bailey and Gareth Hughes of E&Y and
      Christopher Hughes of Talbot Hughes McKillop LLP2
    19
      November 2002Eastern
      Electricity Holdings Limited
    Administration
    04191756
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    18
      September 2003TXU
      Europe Merchant Properties Limited
    Liquidation
      (CVL)
    03181383
    Joint
      Liquidators: Alan Bloom and Roy Bailey of E&Y
    29
      January 2003TXU
      Europe Merchant Generation Limited
    Liquidation
      (CVL)
    03116225
    Joint
      Liquidators: Alan Bloom and Roy Bailey of E&Y
    29
      January 2003TXU
      Europe Power Development Limited
    Liquidation
      (CVL)
    02529347
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    19
      June 2003TXU
      Europe (Partington) Limited
    Liquidation
      (CVL)
    03210149
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    24
      April 2003TXU
      Europe Power Production Services Limited
    Liquidation
      (CVL)
    03571895
    Joint
      Liquidators: Alan Bloom and Roy Bailey of E&Y
    29
      January 2003
 2   Christopher
Hughes appointed on 11 March 2004.
  
 55
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      (UK) Holdings Limited
    Administration
    02907433
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    27
      August 2003Energy
      Holdings (No.6) Limited
    Administration
    04191744
    Joint
      Administrators: Alan Bloom and Roy Bailey of E&Y
    18
      September 2003TXU
      Europe Leasing (4) Limited
    Liquidation
      (CVL)
    02969719
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003TXU
      Europe (Blade No.2) Limited
    Liquidation
      (CVL)
    04165891
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    11
      July 2003TXU
      Europe (Blade) Limited
    Liquidation
      (CVL)
    04195832
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003TXU
      Europe Trading Limited
    Liquidation
      (MVL)
    03431927
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    24
      April 2003TXU
      Europe Natural Gas (Trading) Limited
    Liquidation
      (CVL)
    02937812
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    11
      July 2003TXU
      Finland Holdings Limited
    Liquidation
      (CVL)
    03571911
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004
 
 56
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      Germany Limited
    Liquidation
      (CVL)
    03571857
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004TXU
      Europe Overseas Finance Limited
    Liquidation
      (CVL)
    03116229
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    24
      July 2003TXU
      Europe Leasing (5) Limited
    Liquidation
      (CVL)
    02512605
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003Precis
      (2264) Limited
    Liquidation
      (CVL)
    04487349
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      August 2003TXU
      Europe Renewable Generation Limited
    Liquidation
      (CVL)
    03300836
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    20
      October 2004TXU
      Direct Sales Limited
    Liquidation
      (CVL)
    03181389
    Joint
      Liquidators: Alan Lovett and Martin Fishman of E&Y
    30
      September 2003
 
 
 
 57
 
 **Part
II**
 
 **The
Operating Companies**
 **(KPMG
appointed Officeholders)**
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**Eastern
      Group Finance Limited
    Liquidation
      (CVL)
    02937764
    Joint
      Liquidators: James Tucker and Jeremy Spratt of KPMG LLP
    30
      September 2003
 
 **Part
III**
 
 **The
Operating Companies**
 **(KPMG
appointed Officeholders)**
 
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**Anglian
      Power Generators Limited
    Administration
    02488955
    Joint
      Administrators: James Tucker and Philip Wallace of KPMG LLP
    26
      June 2003Peterborough
      Power Limited
    Administration
    02353599
    Joint
      Administrators: James Tucker and Philip Wallace of KPMG LLP
    26
      June 2003TXU
      Europe Power Services Limited
    Administration
    03568319
    Joint
      Administrators: James Tucker and Philip Wallace of KPMG LLP
    26
      June 2003
 
 
  
 58
 
 
 **Part
IV**
 
 **Ireland
1 and German Finance Officeholders**
 
 **Company**
    **Status**
    **Company
      Number**
    **Operating
      Company Officeholders**
    **Petition
      Date**TXU
      Europe German Finance B.V.
    Liquidation
      (CVL)
    27251472
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      Oct 2004TXU
      Europe Ireland 1
    Liquidation
      (CVL)
    316371
    Joint
      Liquidators: Alan Bloom, Roy Bailey and Elizabeth Bingham of
      E&Y
    22
      Oct 2004
 
 
  
 59
 
  **Schedule
7**
  **Excluded
Company Deed of Release**
  **Dated
[  ]**
     **Between**
   **EXCLUDED
COMPANY [AND ITS OFFICEHOLDERS]**
  **TXU
EUROPE LIMITED (IN ADMINISTRATION) AND ITS OFFICEHOLDERS**
   **and**
   **TXU
CORP.**
   
   **______________________________________**
 ****
 **EXCLUDED
COMPANY DEED OF RELEASE**
 ______________________________________
 
 
  
  
 Cadwalader
  Cadwalader,
Wickersham & Taft LLP
  265
Strand
  London,
WC2R 1BH
  
  Tel: +44
(0) 20 7170 8700
 Fax: +44
(0) 20 7170 8600
 Ref:
YC/95977.001
 
  
 60
 
  
 **TABLE
      OF CONTENTS**
    **Page**1
    INTERPRETATION
    22
    RELEASES
    23
    FURTHER
      ASSURANCE
    34
    CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT
    35
    OFFICEHOLDERS
      NOT PERSONALLY LIABLE
    36
    MISCELLANEOUS
    47
    NOTICES
    58
    GOVERNING
      LAW AND JURISDICTION
    5Annex
      1 The Excluded Company Officeholders
    8
 
 
 61
 
   **THIS
DEED** is made
the [  ] day of [  ] 200[  ]
  **BETWEEN:**
  (1)
    [Excluded
      Company], a company incorporated in [ ] and having its registered office
      at [ ] (the “**Excluded
      Company**”),
      [acting by the officeholders named in Annex 1], as agents without personal
      liability (the “**Excluded
      Company Officeholders**”)];
  (2)
    [The
      Excluded Company Officeholders];
  (3)
    TXU
      Europe Limited (in administration), a company incorporated in England and
      Wales with company number 03505836, acting by its joint administrators as
      agents without personal liability and having its registered office at 8
      Salisbury Square, London EC4Y 8BB (“**TXUEL**”);
  (4)
    The
      joint administrators of TXUEL, James R Tucker and Philip W Wallace of KPMG
      LLP of 8 Salisbury Square, London EC4Y 8BB, each acting as agent without
      personal liability (the “**TXUEL
      Officeholders**”);
      and
  (5)
    TXU
      Corp., a corporation incorporated under the laws of Texas in the United
      States of America and having its registeredoffice at Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201, USA
      (“**Corp**”).
  **WHEREAS** :
  (A)
    Capitalised
      terms used but not defined in these recitals have the respective meanings
      set out above or as specified in Clause 1.1 of this
  Deed.
  (B)
    Certain
      companies in the TXUE Group have put Corp, certain of the Corp Persons and
      certain of the TXUE Persons on notice of claims any or all of them have or
      may have against any or all of Corp, the Corp Persons and the TXUE
      Persons. Each of Corp, the Corp Persons and the TXUE Persons denies
      liability in respect of all such claims.
  (C)
    The
      Holding Companies and the KPMG Officeholders have entered into a
      settlement agreement dated on or about 27 January 2005 with Corp, the Corp
      Persons and the TXUE Persons (the “**Settlement
      Agreement**”).
      Pursuant to the terms of the Settlement Agreement releases, waivers and
      discharges will be granted by each of Corp, the Corp Persons and the TXUE
      Persons for the benefit of, amongst others, the Excluded Company and the
      Excluded Company Officeholders, subject to the satisfaction of certain
      conditions.
  (D)
    It
      is a condition to the effectiveness of said releases that the Excluded
      Company and its Excluded Company Officeholders (if any) execute and
      deliver this Deed on the terms set out
below.
  (E)
    TXUEL,
      the TXUEL Officeholders and Corp wish to be parties to this Deed for the
      purposes of enforcement thereof.
 
 62
 
   **NOW
IT IS AGREED** as
follows:
  **1**
    **INTERPRETATION**
  1.1
    Capitalised
      terms used but not defined in this Deed have the respective meanings
      defined in the Settlement Agreement, save where specified or where the
      context otherwise requires.
  1.2
    References
      herein to any numbered Section, Part, Clause, or Annex without further
      designation shall, unless the context otherwise requires, be construed as
      a reference to the section, part or clause of or annex to this Deed as so
      numbered.
  1.3
    Annexes
      to this Deed form part of and are deemed to be incorporated in this
      Deed.
  1.4
    Section
      headings of and in any Annex to this Deed are for convenience only and
      shall not be taken into account in the interpretation of this
      Deed.
  1.5
    References
      in this Deed to any statute or statutory provision shall mean that statute
      or statutory provision as amended and in force as at the date of this
      Deed.
  1.6
    Words
      used in this Deed importing the plural shall include the singular and vice
      versa.
  1.7
    The
      term “person” when used in this Deed shall include an individual, a firm,
      a body corporate, an unincorporated association, a partnership and a
      person’s legal personal representatives or
successors.
  1.8
    Statements
      contained in the recitals to this Deed shall be considered in the
      interpretation of this Deed.
  **2**
    **RELEASES**
  2.1
    The
      terms of this Section 2 shall become effective subject to and immediately
      upon the later of:
  2.1.1
    receipt
      of the Settlement Sum and the Reimbursement Sums in accordance with
      Section 2 of the Settlement Agreement; and
  2.1.2
    the
      execution of this Deed by all parties
hereto.
  2.2
    In
      consideration of the releases, waivers and discharges to be given to [it
      ][them] under Section 5 of the Settlement Agreement [each of] the Excluded
      Company [and the Excluded Company Officeholders] hereby irrevocably
      releases, waives and discharges, to the maximum extent permitted by law,
      any and all Claims it has or may have against any or all
    of:
  2.2.1
    the
      TXUE Persons;
  2.2.2
    the
      TXUE Third Parties;
  2.2.3
    Corp;
 
 63
 
  2.2.4
    the
      Corp Persons; and
  2.2.5
    the
      Corp Third Parties.
  2.3
    TXUEL
      and Corp agree they shall not consent to any amendment or supplement to
      Section 5 of the Settlement Agreement without first having obtained the
      consent of the Excluded Company and its Excluded Company Officeholders (if
      any).
  **3**
    **FURTHER
      ASSURANCE**
  Each
party shall at its own cost do and execute or procure to be done and executed
all necessary acts, deeds, documents and things reasonably within its power to
give effect to this Deed.
  **4**
    **CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT**
  4.1
    It
      is expressly intended and agreed by the parties that each
    of:
  4.1.1
    the
      TXUE Persons;
  4.1.2
    the
      TXUE Third Parties;
  4.1.3
    the
      Corp Persons; and
  4.1.4
    the
      Corp Third Parties,
  shall be
entitled in its own right to enforce such releases, waivers and discharges as
may be given to it and become effective under the terms of this Deed by virtue
of and in accordance with the Contracts (Rights of Third Parties) Act
1999.
  4.2
    With
      the exception of the persons referred to in Clause 4.1, a person who is
      not a party to this Deed may not enforce any of its terms under the
      Contracts (Rights of Third Parties) Act
1999.
  4.3
    No
      consent of any third party (including for the avoidance of doubt, any
      person referred to in Clause 4.1) shall be required to amend, waive,
      substitute or supplement any provisions of this
Deed.
  4.4
    The
      parties to this Deed may rescind or vary this Deed or any of its terms
      without the consent of any person referred to in Clause 4.1, even if the
      rights of any such person under Clause 4.1 shall, by reason of such
      rescission or variation, be extinguished or
altered.
  **5**
    **OFFICEHOLDERS
      NOT PERSONALLY LIABLE**
  5.1
    This
      Deed is entered into by [the Excluded Company Officeholders and] the TXUEL
      Officeholders as agents, in each case, without personal liability.
 
 64
 
   5.2
    The
      Parties to this Deed acknowledge and agree that:
  5.2.1
    none
      of the Excluded Company Officeholders (if any), the TXUEL Officeholders
      nor their respective firms, fellow members, partners, employees, agents,
      advisers or representatives shall incur any personal liability under, or
      by virtue of, this Deed, nor in relation to any related matter or claim
      howsoever, whenever and wherever arising, and whether such claim is
      formulated in contract and/or tort or by reference to any other remedy or
      right, and in whatever jurisdiction or
forum;
  5.2.2
    none
      of the Excluded Company Officeholders (if any), the TXUEL Officeholders
      nor their respective firms, fellow members, partners, employees, agents,
      advisers or representatives has given or entered into any collateral
      undertakings, representations, warranties or deeds in connection with this
      Deed;
  5.2.3
    save
      as specified above, the Excluded Company Officeholders (if any) and the
      TXUEL Officeholders are parties to this Deed in their personal capacities
      solely for the purpose of receiving the benefit of the exclusions,
      limitations, undertakings, covenants and releases in their favour as
      provided in or effected by this Deed; and
  5.2.4
    nothing
      in this Deed shall operate to restrict or affect in any way any right of
      the Excluded Company Officeholders (if any) or the TXUEL Officeholders to
      an indemnity or assurance to which by law they are
    entitled.
  **6**
    **MISCELLANEOUS**
  6.1
    This
      Deed constitutes the whole agreement between the parties hereto relating
      to its subject matter.
  6.2
    This
      Deed supersedes any other agreement or arrangement entered into between
      the parties with respect to the subject matter hereof and, to the extent
      that any other agreement or arrangement has been entered into by any party
      which contains provisions inconsistent with the terms of this Deed, the
      terms of this Deed shall prevail.
  6.3
    If
      any term of this Deed is deemed illegal, invalid or unenforceable in any
      jurisdiction, that shall not affect:
  6.3.1
    the
      legality, validity or enforceability in that jurisdiction of any other
      term of this Deed; or
  6.3.2
    the
      legality, validity or enforceability in other jurisdictions of that term
      or any other term of this Deed.
  6.4
    This
      Deed shall be binding upon and inure for the benefit of the parties
      hereto, their successors and assigns. It is the intention of the parties
      hereto that this Deed shall be binding to the maximum extent permitted by
      law upon their successors and assigns, an appointed liquidator for any
      such companies or other trustee or agent for creditors in connection with
      any insolvency proceedings.
  6.5
    This
      Deed shall not be modified, amended or supplemented except in writing
      signed by each of the parties hereto.
  65
 6.6
    This
      Deed may be executed in two or more counterparts each of which shall be
      deemed to be an original and which together shall constitute one and the
      same instrument.
  6.7
    The
      parties shall each bear their own costs in connection with the
      preparation, negotiation, execution and implementation of this
      Deed.
  6.8
    Except
      as set out in this Clause 6.8, no public announcement of the terms of this
      Deed, the Settlement Agreement or their implementation shall be made (save
      by Corp and the TXUEL Officeholders as permitted by the Settlement
      Agreement). Each party to this Deed agrees that it will make no public
      comment of a disparaging nature in relation to any other party in
      connection with the business or affairs of any member of the TXUE Group.
      The parties to this Deed acknowledge that Corp will have an entitlement to
      file a copy of this Deed with the Securities and Exchange Commission, and
      that the Excluded Company will be entitled to make appropriate disclosure
      as part of any CVA documentation and to creditors’ committees and meetings
      of creditors and members and as otherwise required by
  law.
  **7**
    **NOTICES**
  7.1
    Any
      notice under this Deed shall be given by being duly transmitted to the
      following address by facsimile
transmission:
  7.1.1
    in
      the cases of the Excluded Company and the Excluded Company Officeholders
      (if any), to the address and facsimile number specified, and for the
      attention of the person named, in Annex 1;
  7.1.2
    in
      the cases of TXU Europe Limited and the TXUEL Officeholders, to KPMG LLP
      of 8 Salisbury Square, London EC4Y 8BB, facsimile number 020 7694 3011
      (for the attention of Jim Tucker); and
  7.1.3
    in
      the case of Corp, to TXU Corp., 1601 Bryan Street, Dallas TX 75201, USA,
      facsimile number +1 214 812 6032 (for the attention of David
      Poole);
  or such
other address and numbers as each such party may from time to time expressly
substitute for them by notice given to the other parties.
  7.2
    Any
      notice under this Deed will be deemed to be given when the relevant
      facsimile transmission is received in legible
form.
  **8**
    **GOVERNING
      LAW AND JURISDICTION**
  8.1
    This
      Deed shall be governed by and construed in accordance with English law.
  8.2
    The
      parties hereby irrevocably agree to submit to the exclusive jurisdiction
      of the High Court of England and Wales in respect of any dispute, action
      or proceeding arising out of or in connection with this Deed. Each party
      hereby irrevocably waives any objection which it might have at any time to
      the High Court being nominated as the forum to hear and determine any such
      dispute, action or proceeding and for such purpose agrees not to claim
      that such court is an inconvenient or inappropriate
  forum.
 
 66
 
  **IN
WITNESS** of which
this Deed has been duly executed and delivered on the date first appearing on
this Deed.
  
 **SIGNED** as a **DEED** by   )
 **[** ***details
of Excluded Company*** **]
acting by**   )
 its joint
administrators[/liquidators],   )
 as agents
and without personal liability[/directors],   )
 in the
presence of:   )
 
  Signature  ................................
 Name  ................................
 Address  ................................
 ................................
 Occupation  .................................
   
     
  [ **SIGNED** as a **DEED** by
[ **EXCLUDED**   )
 **COMPANY
OFFICEHOLDER]** , in his
own   )
 capacity
and on behalf of [ **OTHER
EXCLUDED**   )
 **COMPANY
OFFICEHOLDERS** ],   )
 without
personal liability, in the presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................]
   
  
 
 
 
 
 67
 
 
 **SIGNED** as a **DEED** by **TXU
EUROPE LIMITED**   )
 **(in
administration)** acting by **JAMES
TUCKER** ,   )
 its joint
administrator acting as agent   )
 and
without personal liability, in the presence of:   )
 
  Signature  .................................
 Name  .................................
 Address  .................................
 .................................
 Occupation  .................................
  
 
 **SIGNED** as a **DEED** by **JAMES
TUCKER** , in his
own   )
 capacity
and on behalf of the administrators of   )
 **TXU
EUROPE LIMITED (in administration)** ,   )
 without
personal liability, in the presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................
  
 
 **SIGNED** as a **DEED** by **TXU CORP** .,   )
 acting by **Eric
H Peterson** , **Executive
Vice**   )
 **President
and General Counsel of TXU Corp** .,   )
 duly
authorised to sign on behalf of **TXU
Corp** .,   )
 in the
presence of:   )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................
  
 
 68
 
 
 **Annex
1**
 
 **Excluded
Company Officeholders**
 
 69
 
 **Schedule
8**
 
 **Terms
of Holding Company CVA Creditor Release**
  
  Terms of
a Holding Company CVA providing, to the extent permitted by law,
for:
  (a)
    The
      release, waiver and discharge of any and all Claims that any and all of
      the CVA Creditors of the relevant Holding Company have or may have solely
      by virtue of or arising out of their capacities as CVA Creditors (and, for
      the avoidance of doubt, not by virtue of or arising out of any other
      capacities they may have) against any or all of Corp, the Corp Persons,
      the Corp Third Parties, the TXUE Persons, the TXUE Third Parties and,
      solely in respect of Claims arising by virtue of acts or omissions on or
      before 19 November 2002, any person not specified previously who acted as
      arranger, manager, trustee, registrar, dealer in respect of a bond or note
      programme, agent or adviser in respect of indebtedness of any member of
      the TXUE Group;
  (b)
    Covenants
      by all CVA Creditors of the relevant Holding Company and on behalf of
      their successors and assigns not to support (financially or otherwise),
      sanction or procure the sanction of, assist or join with the KPMG
      Officeholders or any Officeholders in either the pursuit of any Statutory
      Claims or any assignment of the proceeds thereof (save as specified in (d)
      below) or the commencement of a winding-up, dissolution or any other
      insolvency proceeding in relation to the relevant Holding
      Company;
  (c)
    A
      declaration by all CVA Creditors of the relevant Holding Company
      constituting an immediate trust in favour of Corp of the right of any and
      all of the CVA Creditors to receive any distribution consequential upon or
      attributable to the pursuit of any Statutory Claim, and the appointment of
      such Holding Company as the sole trustee in respect of such trust, which
      appointment is to be thereby accepted by such Holding
    Company;
  (d)
    The
      assignment by any and all CVA Creditors of the relevant Holding Company
      (expressed in terms to be binding on their successors and assigns) of any
      right they may have to receive any distribution consequential upon or
      attributable to the pursuit of any Statutory Claim and/or the proceeds of
      any such distribution (whether such right arises as a consequence of the
      failure of the trust provided for in (c) above or otherwise) to Corp or
      such other person as Corp may direct and without any payments being made
      or sought by or from any person in relation to the said
      assignments;
  ( *on
the basis that the terms described in (c) and (d) above shall not include,
constitute or effect a declaration of trust over or an assignment of any
underlying Claims against the relevant Holding Company* );
and
  (e)
    Corp,
      Corp Persons, Corp Third Parties, TXUE Persons, the TXUE Third Parties and
      the persons specified thereafter in (a) above to be entitled to enforce
      the benefit of each of the provisions set out above in their favour
      pursuant to the Contracts (Rights of Third Parties) Act
    1999.
  
 
 
  Schedule 9
 **Principal
Creditors**
 
 
  Aegon USA
Investment Management, LLC
 Appaloosa
Investment Limited Partnership I
 Appaloosa
Management L.P.
 Banc of
America Securities Limited
 Barclays
Bank PLC
 D.K.
Acquisition Partners LP
 Deutsche
Bank AG (London Branch)
 Deutsche
Bank International Limited
 Deutsche
Bank Luxembourg S.A.
 Goldman
Sachs Credit Partners L.P.
 Greywolf
Loan Participation LLC
 King
Street Capital, L.P.
 King
Street Capital, Ltd.
 M&G
Investment Management Limited
 M.H.
Davidson & Co, LLC
 Morgan
Stanley Bank International Limited
 Morgan
Stanley Capital Services Inc.
 Morgan
Stanley & Co. International limited
 Primerica
Life Insurance Company
 Redwood
Capital
 The
Travelers Life and Annuity Company
 The
Travelers Insurance Company
 Värde
Partners, Inc.
  
 71
 
   
 Schedule 10
 **Principal
Creditor Deed of Release**
 
 **Dated
[  ]**
   **Between**
   **[PRINCIPAL
CREDITOR]**
   **CORP
PERSONS**
   **TXUE
PERSONS**
   **and**
   **TXU
CORP.**
   
  **PRINCIPAL
CREDITOR DEED OF RELEASE**
  
  
  
 Cadwalader
  Cadwalader,
Wickersham & Taft LLP
 265
Strand
 London,
WC2R 1BH
  
  Tel: +44
(0) 20 7170 8700
 Fax: +44
(0) 20 7170 8600
 Ref:
YC/95977.001
 
  
 72
 
  
 **TABLE
      OF CONTENTS**1
    INTERPRETATION
    22
    RELEASES
    33
    REPRESENTATIONS
      AND WARRANTIES
    34
    CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT
    55
    TERMINATION
    56
    MISCELLANEOUS
    57
    NOTICES
    68
    GOVERNING
      LAW AND JURISDICTION
    7Annex
      1 The Corp Persons
    11Annex
      2 The TXUE Persons
    12Annex
      3 The Lock-Up Agreement (without schedules)
    13Annex
      4 The Principal Creditor’s Debt
    14
 
 73
 
  **THIS
DEED** is made
the [ ] day of January 2005
  **BETWEEN:**
  (1)
    [**Principal
      Creditor**],
      of [ ], acting solely in its capacity as a creditor of one or more of the
      Holding Companies or one or more of the Operating Companies (“**Principal
      Creditor**”);
  (2)
    The
      past or present directors, officers and employees of Corp named in Annex 1
      hereto, acting solely in their respective capacities as such (the
      “**Corp
      Persons**”);
  (3)
    The
      past or present directors, officers, employees and advisers of the Holding
      Companies and the Operating Companies named in Annex 2 hereto, acting
      solely in their capacities as such (the “**TXUE
      Persons**”);
      and
  (4)
    TXU
      Corp., a
      corporation incorporated under the laws of Texas in the United States of
      America and having its registered office at Energy Plaza, 1601 Bryan
      Street, Dallas, Texas 75201, USA (“**Corp**”).
  **WHEREAS** :
  (A)
    Capitalised
      terms used below have the respective meanings set out above or as
      specified in Section 1 of this Deed.
  (B)
    The
      Holding Companies and the KPMG Officeholders have entered, or intend to
      enter, into a settlement agreement dated on or about 27 January 2005 with
      Corp, the Corp Persons and the TXUE Persons (the “**Settlement
      Agreement**”).It
      is or will be a condition precedent to the payment by Corp of sums under
      the Settlement Agreement that the Principal Creditor execute this Deed of
      Release.
  (C)
    Certain
      creditors of the TXUE Group have put Corp, certain of the Corp Persons and
      certain of the TXUE Persons on notice of claims that they have or may have
      against any and all of Corp, the Corp Persons and the TXUE
      Persons.Each of Corp, the Corp Persons and the TXUE Persons denies liability in
      respect of all such claims.
  (D)
    The
      KPMG Officeholders intend to propose CVAs for certain of the Holding
      Companies, including the Core Holding Company CVAs, each to be considered
      by meetings of members and creditors to be convened on or
      before30
      April 2005. The Principal Creditor is or will become bound to vote its
      Debt in favour of the KPMG Officeholders’ proposals for Core Holding
      Company CVAs by and subject to the terms of the Lock-Up
      Agreement.
  (E)
    Subject
      to the terms of this Deed, the parties wish to agree a full and final
      settlement for all purposes of all matters arising out of or in relation
      to the conduct of Corp, the Corp Persons and the TXUE Persons in
      connection with the business or affairs of any member of the TXUE Group
      and all losses and potential losses suffered or alleged to be suffered by
      the Principal Creditor.
 
 74
 
  **NOW
IT IS AGREED** as
follows:
  **1**
    **INTERPRETATION**
  1.1
    Capitalised
      terms used but not defined in this Deed have the respective meanings
      defined in the Settlement Agreement, save where specified or where the
      context otherwise requires. In addition, the following capitalised terms
      used in this Deed have the following
meanings:
  “ **Debt** ” means
the total amount of the claims of the Principal Creditor against any of the
Holding Companies, whether in respect of bonds, obligations under the Revolving
Credit Facility or otherwise (including for the avoidance of doubt in respect of
any guarantees and indemnities);
  “ **Lock-Up
Agreement** ” means
the lock-up agreement between TXUEL, the Principal Creditor and others as
executed and dated on or about the date hereof and attached (without schedules)
at Annex 3; and
  “ **Revolving
Credit Facility** ” means
the £900 million revolving credit facility agreement between TXUEL as a borrower
and guarantor, Barclays Capital, J.P. Morgan Plc, Salomon Brothers International
Limited and The Royal Bank of Scotland plc as arrangers, the financial
institutions named in schedule 1 thereto as original lenders, The Royal Bank of
Scotland plc as the LC issuing bank and J.P. Morgan Europe Limited (formerly
Chase Manhattan International Limited) as facility agent dated 19 November 2001
(as supplemented, amended and restated from time to time).
  1.2
    References
      herein to any numbered Section, Part, Clause or Annex without further
      designation shall, unless the context otherwise requires, be construed as
      a reference to the section, part or clause of or annex to this Deed as so
      numbered.
  1.3
    Annexes
      to this Deed form part of and are deemed to be incorporated in this
      Deed.
  1.4
    Section
      headings of and in any Annex to this Deed are for convenience only and
      shall not be taken into account in the interpretation of this
      Deed.
  1.5
    References
      in this Deed to any statute or statutory provision shall mean that statute
      or statutory provision as amended and in force as at the date of this
      Deed.
  1.6
    Words
      used in this Deed importing the plural shall include the singular and vice
      versa.
  1.7
    The
      term “person” when used in this Deed shall include an individual, a firm,
      a body corporate, an unincorporated association, a partnership and a
      person’s legal personal representatives or
successors.
  1.8
    Statements
      contained in the recitals to this Deed shall be considered in the
      interpretation of this Deed.
 
 75
 
   **2**
    **RELEASES**
  2.1
    The
      terms of this Section 2 shall become effective subject to and immediately
      upon receipt of the Settlement Sum and the Reimbursement Sums in
      accordance with Section 2 of the Settlement Agreement. For the avoidance
      of doubt, nothing in this Deed shall operate to waive, discharge, release
      or in any way prejudiceany of the Claims referred to in Section 2 of this Deed prior to the
      receipt of the Settlement Sum and the Reimbursement Sums in accordance
      with Section 2 of the Settlement Agreement.
  2.2
    In
      consideration of and conditional upon receipt of the Settlement Sum and
      the Reimbursement Sums in accordance with Section 2 of the Settlement
      Agreement and the releases to be given to it hereunder, the Principal
      Creditor hereby irrevocably releases, waives and discharges any and all
      Claims it has or may have solely by virtue of or arising out of its
      capacity as a creditor of one or more of the Holding Companies or one or
      more of the Operating Companies against any or all
of:
  2.2.1
    Corp;
  2.2.2
    the
      Corp Persons;
  2.2.3
    the
      Corp Third Parties;
  2.2.4
    the
      TXUE Persons;
  2.2.5
    the
      TXUE Third Parties;
      and
  2.2.6
    solely
      in respect of Claims arising by virtue of acts or omissions on or before
      19 November 2002, any person not otherwise specified in this Clause 2.2
      who acted as arranger, manager, trustee, registrar, dealer in respect of a
      bond or note programme, agent or adviser in respect of indebtedness of any
      member of the TXUE Group.
  2.3
    In
      consideration of the releases, waivers and discharges to be given to them
      hereunder, each of Corp, the Corp Persons and the TXUE Persons hereby
      irrevocably releases, waives and discharges any and all Claims it has or
      may have against the Principal Creditor.
  2.4
    For
      the avoidance of doubt:
  2.4.1
    nothing
      in this Deed is intended to prejudice the effectiveness of any discharge,
      waiver or release of Claims given by the Principal Creditor pursuant to
      the terms of a CVA Creditor Release in a Holding Company CVA;
      and
 
 76
 
  2.4.2
    nothing
      in this Deed is intended to effect a release, waiver or discharge of any
      Claims that the Principal Creditor has or may have by virtue of or arising
      out of any capacity other than as a creditor of one or more of the Holding
      Companies or one or more of the Operating Companies, including without
      limitation that of an arranger, manager, trustee, registrar, dealer in
      respect of a bond or note programme, agent or
adviser.
  **3**
    **REPRESENTATIONS,
      WARRANTIES****AND UNDERTAKINGS**
  3.1
    The
      Principal Creditor represents, warrants and
undertakes:
  3.1.1
    that
      on the date of this Deedit
      is the legal and/or beneficial owner of and/or the owner of the economic
      interest in the Debtas
      set out in Annex4;
  3.1.2
    that
      from the date of this Deed until the earlier of (i) the Effective Date or
      (ii) termination of this Deed pursuant to Clause 5, it shall not sell,
      assign, sub-participate or transfer an interest in all or any part of the
      Debt unless before such transfer:
  (a)
    the
      proposed transferee enters into a Principal Creditor Deed of Release;
      and
  (b)
    the
      Principal Creditor provides a certified copy of the executed Principal
      Creditor Deed of Release referred to in 3.1.2(a) above to
      Corp.
  3.2
    Each
      of the Principal Creditor and Corp represents, warrants and undertakes
      that:
  3.2.1
    it
      has the power, capacity and authority to execute this Deed and to exercise
      its rights and perform its obligations hereunder and that all corporate
      and other action required to authorise the execution of this Deed and the
      performance of its obligations hereunder has been duly
    taken;
  3.2.2
    it
      has, or has provided all consents and any other necessary authorisations
      and approvals required to enable it, or its authorised representative,
      lawfully to enter into, execute, perform and comply with its obligations
      under this Deed and such authorisations, consents and approvals are in
      full force and effect;
  3.2.3
    to
      the best of its knowledge, information and belief, no steps have been
      taken for the revocation or cancellation of any necessary consents,
      authorisations and approvals;
 
 
 3.2.4
    all
      other acts, conditions and things required to be done, fulfilled and
      performed in order (i) to enable it to lawfully enter into and to exercise
      its rights under and perform the obligations assumed by it in this Deed
      and (ii) to ensure that the obligations expressed to be assumed by it in
      the Deed are legal, valid and binding have been done, fulfilled and
      performed; and
  3.2.5
    it
      has not entered into any pending agreements, transactions or negotiations
      that would render this Deed, or any part of it, void, voidable or
      unenforceable.
  77
 3.3
    Each
      of the Corp Persons and the TXUE Persons represents, warrants and
      undertakes that:
  3.3.1
    it
      has the necessary power, capacity and authority to execute, (including,
      where applicable, on behalf of other parties to this Deed) and perform its
      obligations under this Deed; and
  3.3.2
    this
      Deed is valid and binding upon it in accordance with its
      terms.
  3.4
    Each
      of the parties acknowledges and agrees that, save as expressly referred to
      herein, in entering into this Deed it has not relied on any statement,
      representation or silence of any other party to this
  Deed.
  **4**
    **CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT**
  4.1
    It
      is expressly intended and agreed by the parties that each of the TXUE
      Third Parties, the Corp Third Parties and the persons specified in Clause
      2.2.6 shall be entitled in its own right to enforce such releases, waivers
      and discharges as may be given to it and become effective under the terms
      of this Deed by virtue of and in accordance with the Contracts (Rights of
      Third Parties) Act 1999.
  4.2
    With
      the exception of the persons referred to in Clause 4.1, a person who is
      not a party to this Deed may not enforce any of its terms under the
      Contracts (Rights of Third Parties) Act
1999.
  4.3
    No
      consent of any third party (including for the avoidance of doubt, any
      person referred to in Clause 4.1) shall be required to amend, waive,
      substitute or supplement any provisions of this
Deed.
  4.4
    The
      parties to this Deed may rescind or vary the Deed or any of its terms
      without the consent of any person referred to in Clause 4.1, even if the
      rights of any such person under Clause 4.1 shall, by reason of such
      rescission or variation, be extinguished or
altered.
  **5**
    **TERMINATION**
  5.1
    This
      Deed shall terminate in the event that the payment of the Settlement Sum
      and the Reimbursement Sums in accordance with Section 2 of the Settlement
      Agreement has not occurred on or before (i) 30 November 2005 or (ii) the
      making of any announcement or giving of any notice by the KPMG
      Officeholders of an intention not to proceed with the Core Holding Company
      CVAs.
  **6**
    **MISCELLANEOUS**
  6.1
    Subject
      to Clause 2.4.1, this Deed constitutes the whole agreement between the
      parties hereto relating to its subject
matter.
  6.2
    Subject
      to Clause 2.4.1, this Deed supersedes any other agreement or arrangement
      entered into between the parties with respect to the subject matter hereof
      and, to the extent that any other agreement or arrangement has been
      entered into by any party which contains provisions inconsistent with the
      terms of this Deed, the terms of this Deed shall
  prevail.
  78
 6.3
    If
      any term of this Deed is deemed illegal, invalid or unenforceable in any
      jurisdiction, that shall not affect:
  6.3.1
    the
      legality, validity or enforceability in that jurisdiction of any other
      term of this Deed; or
  6.3.2
    the
      legality, validity or enforceability in other jurisdictions of that term
      or any other term of this Deed.
  6.4
    This
      Deed shall be binding upon and inure for the benefit of the parties
      hereto, their successors and assigns. It is the intention of the parties
      hereto that this Deed shall be binding upon their successors and assigns
      to the maximum extent permitted by law.
  6.5
    This
      Deed must not be modified, amended or supplemented except in writing
      signed by each of the parties hereto.
  6.6
    This
      Deed may be executed in two or more counterparts each of which shall be
      deemed to be an original and which together shall constitute one and the
      same instrument.
  6.7
    The
      parties shall each bear their own costs in connection with the
      preparation, negotiation, execution and implementation of this
      Deed.
  6.8
    Except
      as set out in this Clause 6.8, no public announcement of the terms of this
      Deed or the Settlement Agreement or their implementation shall be made
      (save by Corp as permitted by the Settlement Agreement). Each party to
      this Deed agrees that it will make no public comment of a disparaging
      nature in relation to any other party in connection with the business or
      affairs of any member of the TXUE Group. The parties to this Deed
      acknowledge that Corp and the Principal Creditor shall be entitled to make
      such disclosures as are required by law.
  **7**
    **NOTICES**
  7.1
    Any
      notice under this Deed shall be given by being duly transmitted to the
      following address by facsimile
transmission:
  7.1.1
    in
      the case of the Principal Creditor, to [ ] and marked for the attention of
      [ ];
  7.1.2
    in
      the cases of the TXUE Persons named in Part II of Annex 2, to Berwin
      Leighton Paisner, Adelaide House, London Bridge, London EC4R 9HA,
      facsimile number 020 7760 1111 (for the attention of
      BLAR/DAP/DUL/SJNS/21146/2);
  7.1.3
    in
      the cases of the TXUE Persons named in Part III of Annex 2, to Lovells,
      Atlantic House, Holborn Viaduct, London EC1A 2FG facsimile number 020 7296
      2001 (for the attention of Russell Sleigh/Jeremy Cole);and
  79
 7.1.4
    in
      the cases of Corp and the TXUE Persons named in Part I of Annex 2, to TXU
      Corp., 1601 Bryan Street, Dallas TX 75201, USA, facsimile number +1 214
      812 6032 (for the attention of David
Poole);
  or such
other address and numbers as each such party may from time to time expressly
substitute for them by notice given to the other parties.
  7.2
    Any
      notice under this Deed will be deemed to be given when the relevant
      facsimile transmission is received in legible
form.
  **8**
    **GOVERNING
      LAW AND JURISDICTION**
  8.1
    This
      Deed shall be governed by and construed in accordance with English
      law.
  8.2
    The
      parties hereby irrevocably agree to submit to the exclusive jurisdiction
      of the High Court of England and Wales in respect of any dispute, action
      or proceeding arising out of or in connection with this Deed. Each party
      hereby irrevocably waives any objection which it might have at any time to
      the High Court being nominated as the forum to hear and determine any such
      dispute, action or proceeding and for such purpose agrees not to claim
      that such court is an inconvenient or inappropriate
  forum.
 
 80
 
  **IN
WITNESS** of which
this Deed has been duly executed and delivered on the date first appearing on
this Deed.
 
 **SIGNED** as a **DEED** by **[Principal
Creditor]**  )
 acting by **[insert
name]** ,  )
 duly
authorised to sign on behalf of **[Principal**  )
 **Creditor]** , in the
presence of:  )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ....................................
 
 
  **SIGNED** as a **DEED** by **Eric
H Peterson** ,   )
 **Executive
Vice President and General**   )
 **Counsel
of TXU Corp** ., **** duly
authorised   )
 to sign
on behalf of the **CORP
PERSONS** ,   )
 in the
presence of:      )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................
 
 
 
  **SIGNED** as a **DEED** by **TXU
CORP** .,   )
 acting by **Eric
H Peterson** , **Executive**   )
 **Vice
President and General Counsel**   )
 **of
TXU Corp** ., duly
authorised to sign   )
 on behalf
of TXU Corp., in the presence of:  )
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................
 
 81
 
  **SIGNED** as a **DEED** by **Eric
H Peterson** , ****    )
 **Executive**  **Vice-President
and General Counsel of**  )
 **TXU**  **Corp** ., duly
authorised to sign on behalf of   )
 the **TXUE
PERSONS** named in
Part I of Annex   )
 2 herein,
in the presence of:      )
  
   Signature  ...................................
 Name   ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................
   
  
  
 **SIGNED** as a **DEED** by **BERWIN
LEIGHTON**  )
 **PAISNER** acting
by Benjamin M. Larkin, Partner,  )
 duly
authorised to sign on behalf of the **TXUE**  )
 **PERSONS** named in
Part II of Annex 2, in the  )
 presence
of:
  
   Signature  ...................................
 Name  ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................
    
  
 
 82
 
  
 **SIGNED** as a **DEED** by **LOVELLS** acting
by   )
 Russell
HP Sleigh, Partner, duly authorised to sign on  )
 behalf of
Lovells and any of its partners or employees,  )
 including
employees of Lovells Services Limited,   )
 solely in
its and their capacities as former advisers to any )
 or all of
the Holding Companies, in the presence of:   )
  
   Signature  ...................................
 Name   ...................................
 Address  ...................................
 ...................................
 Occupation  ...................................
  
 83
 
 
 **Annex
1**
 
 **The
Corp Persons**
 
 Derek C
Bonham
 Brian A
Dickie
 H Jarrell
Gibbs
 Michael J
McNally
 Erle A
Nye
 Eric H
Peterson
 Philip G
Turberville
 Robert A
Wooldridge
 
 Jerry S
Farrington
 William M
Griffin
 Kerney
Laday
 Jack E
Little
 Margaret
N Maxey
 James E
Oesterreicher
 Charles R
Perry
 Herbert H
Richardson
 
 Manu
Asthana
 Thomas L
Baker
 Andrew C
Cameron
 John E
Crawford Jr.
 John P
Gamino
 Michael J
Garberding
 Anthony R
Horton
 Jerry D
Hunt
 Kirk R
Oliver
 Paul F
O’Malley
 Stanley J
Szlauderbach
 Peter B
Tinkham
 Philip S
Toler
 Max
Underwood
 
 84
 
 **Annex
2**
 
 **The
TXUE Persons**
 
 **Part
I**
 
 Derek C
Bonham
 Brian A
Dickie
 H Jarrell
Gibbs
 Michael J
McNally
 Erle A
Nye
 Eric H
Peterson
 Philip G
Turberville
 Robert A
Wooldridge
 
 
 **Part
II**
 
 Henry
Birt
 Howard
Goodbourn
 Brian
Hutchinson
 Paul C
Marsh
 Martin
Murray
 Roger
Partington
 Willem
Smit
 Martin S
W Stanley
 Gary
Wiffin
 
 
 **Part
III**
 
 Lovells
and any of its partners or employees, including employees of Lovells Services
Limited, solely in its and their capacities as former advisers to any or all of
the Holding Companies.
 
 
 85
 
 **Annex
3**
 
 **The
Lock-Up Agreement (without schedules)**
 
 
 
 
 86
 
  **Annex
4**
 
 **Principal
Creditor’s Debt (Clause 3.1)**
 
 
  
  87