Exhibit
      4 (b)




**TXU
        ELECTRIC DELIVERY COMPANY**
  **OFFICER’S
        CERTIFICATE**
 **2-D-2**
 
 **Establishing
        the Form and Certain Terms of the**
 **Floating
        Rate Senior Notes due 2008**
 
 The
        undersigned, Stanley J. Szlauderbach, Senior Vice President of TXU Electric
        Delivery Company (the “Company”), pursuant to a Board Resolution dated March 12,
        2007 and Sections 101, 201 and 301 of the Indenture, does hereby certify
        to The
        Bank of New York (the “Trustee”), as Trustee under the Indenture (For Unsecured
        Debt Securities) of the Company dated as of August 1, 2002 (the “Indenture”)
        that:
  1.
              The
                  Securities of the second series to be issued under the Indenture
                  shall be
                  initially issued in a series designated “Floating Rate Senior Notes due
                  2008” (the “Notes”). The Notes shall be in substantially the form set
                  forth in Exhibit A hereto. All capitalized terms used in this certificate
                  which are not defined herein shall have the meanings set forth
                  in Exhibit
                  A hereto; all capitalized terms used in this certificate that are
                  not
                  defined herein or in Exhibit A hereto shall have the meanings set
                  forth in
                  the Indenture).
  2.
              The
                  Notes shall mature and the principal shall be due and payable together
                  with all accrued and unpaid interest thereon on September 16,
                  2008.
  3.
              The
                  Notes need not be issued at the same time, and this second series
                  of Notes
                  may be reopened for issuances of additional Notes by the Company
                  from time
                  to time, without the consent of the existing holders of the Notes.
                  Such
                  additional Notes shall have the same terms and conditions as the
                  Notes,
                  except for the issue date, issue price and, if applicable, the
                  initial
                  interest payment on such Notes. Additional Notes issued in this
                  manner
                  will be consolidated with, and will form a single series with,
                  the
                  Notes.
  4.
              The
                  Notes shall bear interest as provided in the form thereof set forth
                  in
                  Exhibit A hereto. The Interest Payment Dates for the Notes shall
                  be June
                  16, September 16, and December 16, 2007 and March 16, June 16,
                  and
                  September 16, 2008. In the event that any Interest Payment Date
                  (other
                  than an Interest Payment Date coinciding with the Maturity) falls
                  on a day
                  that is not a Business Day, such Interest Payment Date will be
                  postponed
                  to the next succeeding Business Day, as more specifically provided
                  in the
                  form of Note hereto attached as Exhibit
                  A.
  5.
              Each
                  installment of interest on a Note shall be payable as provided
                  in the form
                  thereof set forth in Exhibit A.
   
  
  6.
              The
                  principal of, premium, if any, and each installment of interest
                  on the
                  Notes shall be payable, and registration and registration of transfers
                  and
                  exchanges in respect of the Notes may be effected, at the office
                  or agency
                  of the Company in The City of New York; notices and demands to
                  or upon the
                  Company in respect of the Notes and the Indenture may be served
                  at the
                  office or agency of the Company in The City of New York; the Corporate
                  Trust Office of the Trustee will initially be the agency of the
                  Company
                  for such payment, registration and registration of transfers and
                  exchanges
                  and service of notices and demands, and the Company hereby appoints
                  the
                  Trustee as its agent for all such purposes; and the Trustee will
                  initially
                  be the Security Registrar and the Paying Agent for the Notes; provided,
                  however, that the Company reserves the right to change, by one
                  or more
                  Officer’s Certificates, any such office or agency and such
                  agent.
  7.
              The
                  Regular Record Date for the interest payable on any given Interest
                  Payment
                  Date with respect to the Notes shall be the 15thcalendar day next preceding the relevant Interest Payment
                  Date.
  8.
              The
                  Notes are subject to redemption as provided in the form thereof
                  set forth
                  in Exhibit A hereto.
  9.
              The
                  Notes are “Benefitted Securities” and shall have the benefit of the
                  covenant of the Company contained in Section 707 of the
                  Indenture.
  10.
              The
                  Notes are issuable in denominations of $2,000 and integral multiples
                  of
                  $1,000 in excess thereof.
   2
  11.
              The
                  Notes shall be issued in global form registered in the name of
                  Cede &
                  Co., as nominee for The Depository Trust Company (“DTC”); provided, that
                  the Company reserves the right to provide for another depositary,
                  registered as a clearing agency under the Securities Exchange Act
                  of 1934,
                  as amended (the “Exchange Act”), to act as depositary for the global Notes
                  (DTC and any such successor depositary, and any successor to any
                  thereto,
                  the “Depositary”); beneficial interests in Notes issued in global form may
                  not be exchanged in whole or in part for individual certificated
                  Notes in
                  definitive form, and no transfer of a global Note in whole or in
                  part may
                  be registered in the name of any Person other than the Depositary
                  or its
                  nominee except that if the Depositary (A) has notified the Company
                  that it
                  is unwilling or unable to continue as depositary for the global
                  Notes or
                  (B) has ceased to be a clearing agency registered under the Exchange
                  Act
                  and, in either case, a successor depositary for such global Notes
                  has not
                  been appointed, the Company will execute, and the Trustee, upon
                  receipt of
                  a Company Order for the authentication and delivery of definitive
                  Notes,
                  will authenticate and deliver Notes in definitive certificated
                  form in an
                  aggregate principal amount equal to the principal amount of the
                  global
                  Notes representing such Notes in exchange for such global Notes,
                  such
                  definitive Notes to be registered in the names provided by the
                  Depositary;
                  each global Note (i) shall represent and shall be denominated in
                  an amount
                  equal to the aggregate principal amount of the outstanding Notes
                  to be
                  represented by such global Note, (ii) shall be registered in the
                  name of
                  the Depositary or its nominee, (iii) shall be delivered by the
                  Trustee to
                  the Depositary, its nominee, any custodian for the Depositary or
                  otherwise
                  pursuant to the Depositary’s instruction and (iv) shall bear a legend
                  restricting the transfer of such global Note to any Person other
                  than the
                  Depositary or its nominee; none of the Company, the Trustee, any
                  Paying
                  Agent, any Security Registrar or any Authenticating Agent will
                  have any
                  responsibility or liability for any aspect of the records relating
                  to, or
                  payments made on account of, or transfers of, beneficial ownership
                  interests in a global Note or for maintaining, supervising or reviewing
                  any records relating to such beneficial ownership interests; and
                  the Notes
                  in global form will contain restrictions on transfer, substantially
                  as
                  described in the form set forth in Exhibit A
                  hereto.
  12.
              The
                  Notes will be initially issued pursuant to Section 4(2) of the
                  Securities
                  Act of 1933, as amended (the “Securities Act”). Each Note in a global form
                  shall bear the non-registration legend and the registration rights
                  legend
                  in substantially the form set forth in Exhibit A hereto, unless
                  otherwise
                  agreed to by the Company, such agreement to be confirmed in writing
                  to the
                  Trustee. DTC or its nominee shall be the Holder of such global
                  Note for
                  all purposes under the Indenture and the Notes, and beneficial
                  owners with
                  respect to such global Note shall hold their interests pursuant
                  to
                  applicable procedures of the Depositary. The Company, the Trustee
                  and the
                  Securities Registrar shall be entitled to deal with the Depositary
                  for all
                  purposes of the Indenture relating to such global Note (including
                  the
                  payment of principal, premium, if any, and interest, and the giving
                  of
                  instructions or directions by or to the beneficial owners of such
                  global
                  Note) as the sole Holder of such global Note and shall have no
                  obligations
                  to the beneficial owners thereof. Nothing in the Indenture, the
                  Notes or
                  this certificate shall be construed to require the Company to register
                  any
                  Notes under the Securities Act, unless otherwise expressly agreed
                  to by
                  the Company, confirmed in writing to the Trustee, or to make any
                  transfer
                  of such Notes in violation of applicable
                  law.
   3
  13.
              It
                  is contemplated that beneficial interests in Notes owned by qualified
                  institutional buyers (as defined in Rule 144A under the Securities
                  Act)
                  (“QIBs”) or sold to QIBs in reliance upon Rule 144A under the Securities
                  Act will be represented by one or more separate certificates in
                  global
                  form registered in the name of Cede & Co., as registered owner and as
                  nominee for DTC; beneficial interests in Notes sold to foreign
                  purchasers
                  pursuant to Regulation S under the Securities Act will be evidenced
                  by one
                  or more separate certificates in global form (each a “Regulation S Global
                  Certificate”) and will be registered in the name of Cede & Co., as
                  registered owner and as nominee for DTC for the accounts of Euroclear
                  and
                  Clearstream Banking; prior to the 40th day after the date of initial
                  issuance of the Notes, beneficial interests in a Regulation S Global
                  Certificate may be held only through Euroclear or Clearstream Banking,
                  other than beneficial interests sold in accordance with Rule
                  144A.
  In
        connection with any transfer of beneficial interest in one global Note to
        another global Note, the Trustee, the Security Registrar and the Company
        shall
        be under no duty to inquire into, may conclusively presume the correctness
        of,
        and shall be fully protected in relying upon the certificates and other
        information (in the form attached hereto as Exhibit A) received from the
        Holders
        and any transferees of any beneficial interest in one global Note to another
        global Note regarding the validity, legality and due authorization of any
        such
        transfer, the eligibility of the transferee to receive such beneficial interest
        and any other facts and circumstances related to such transfer.
  14.
              None
                  of the Company, the Trustee or the Securities Registrar shall have
                  any
                  liability for any acts or omissions of the Depositary, for any
                  Depositary
                  records of beneficial interests, for any transactions between the
                  Depositary or any participant member of the Depositary and/or beneficial
                  owners, for any transfers of beneficial interests in the Notes,
                  or in
                  respect of any transfers effected by the Depositary or by any participant
                  member of the Depositary or any beneficial owner of any interest
                  in any
                  Notes held through any such participant member of the
                  Depositary.
  15.
              If
                  the Company shall make any deposit of money and/or Eligible Obligations
                  with respect to any Notes, or any portion of the principal amount
                  thereof,
                  as contemplated by Section 801 of the Indenture, the Company shall
                  not
                  deliver an Officer’s Certificate described in clause (z) in the first
                  paragraph of said Section 801 unless the Company shall also deliver
                  to the
                  Trustee, together with such Officer’s Certificate,
                  either:
  (A)  an
        instrument wherein the Company, notwithstanding the satisfaction and discharge
        of its indebtedness in respect of such Notes, shall assume the obligation
        (which
        shall be absolute and unconditional) to irrevocably deposit with the Trustee
        or
        Paying Agent such additional sums of money, if any, or additional Eligible
        Obligations (meeting the requirements of Section 801), if any, or any
        combination thereof, at such time or times, as shall be necessary, together
        with
        the money and/or Eligible Obligations theretofore so deposited, to pay when
        due
        the principal of and premium, if any, and interest due and to become due
        on such
        Notes or portions thereof, all in accordance with and subject to the provisions
        of said Section 801; provided, however, that such instrument may state that
        the
        obligation of the Company to make additional deposits as aforesaid shall
        be
        subject to the delivery to the Company by the Trustee of a notice asserting
        the
        deficiency accompanied by an opinion of an independent public accountant
        of
        nationally recognized standing, selected by the Trustee, showing the calculation
        thereof; or
   4
  (B)  an
        Opinion of Counsel to the effect that, as a result of (i) the receipt by
        the
        Company from, or the publication by, the Internal Revenue Service of a ruling
        or
        (ii) a change in law occurring after the date of this certificate, the Holders
        of such Notes, or portions of the principal amount thereof, will not recognize
        income, gain or loss for United States federal income tax purposes as a result
        of the satisfaction and discharge of the Company’s indebtedness in respect
        thereof and will be subject to United States federal income tax on the same
        amounts, at the same times and in the same manner as if such satisfaction
        and
        discharge had not been effected.
  16.
              The
                  Eligible Obligations with respect to the Notes shall be Government
                  Obligations.
  17.
              Notwithstanding
                  the provisions of the first paragraph of Section 504 of the Indenture,
                  (i)
                  notice of redemption of the Notes at the option of the Company
                  shall be
                  given in the manner provided in Section 106 of the Indenture to
                  the
                  Holders of the Notes to be redeemed not less than 20 days prior
                  to the
                  Redemption Date, and (ii) no notice shall be given to the Holders
                  of the
                  Notes of mandatory redemption upon occurrence of a Change of Control.
  18.
              The
                  Notes shall have such other terms and provisions as are provided
                  in the
                  form thereof set forth in Exhibit A hereto, and shall be issued
                  in
                  substantially such form.
  19.
              No
                  Event of Default under the Indenture has occurred or is
                  occurring.
  20.
              The
                  undersigned has read all of the covenants and conditions contained
                  in the
                  Indenture, and the definitions in the Indenture relating thereto,
                  relating
                  to the issuance, authentication and delivery of the Notes and in
                  respect
                  of compliance with which this certificate is
                  made.
  21.
              The
                  statements contained in this certificate are based upon the familiarity
                  of
                  the undersigned with the Indenture, the documents accompanying
                  this
                  certificate, and upon discussions by the undersigned with officers
                  and
                  employees of the Company familiar with the matters set forth
                  herein.
  22.
              In
                  the opinion of the undersigned, he has made such examination or
                  investigation as is necessary to enable him to express an informed
                  opinion
                  as to whether or not such covenants and conditions have been complied
                  with.
  23.
              In
                  the opinion of the undersigned, such conditions and covenants and
                  all
                  conditions precedent provided for in the Indenture (including any
                  covenants compliance with which constitutes a condition precedent),
                  relating to the authentication and delivery of the Notes requested
                  in the
                  accompanying Company Order, have been complied
                  with.
   5
  IN
        WITNESS WHEREOF, I have executed this Officer’s Certificate this 16 th day of March, 2007.
  By:
              /s/
                Stanley J.
                SzlauderbachName:
                  Stanley J. Szlauderbach
                Title:
                  Senior Vice President
 
  
 6
  EXHIBIT
        A
  [FORM
        OF NOTE]
  [Unless
        this Certificate is presented by an authorized representative of The Depository
        Trust Company, a New York corporation (“DTC”), to the Company or its agent for
        registration of transfer, exchange, or payment, and any certificate issued
        is
        registered in the name of Cede & Co. or in such other name as is requested
        by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative
        of
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
        has an interest herein.]
   [non-registration
        legend]
  “THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY AGREES
        FOR THE BENEFIT OF TXU ELECTRIC DELIVERY COMPANY (THE “COMPANY”) THAT THIS
        SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN
        (A)(1) TO THE COMPANY, (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION
        FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT,
        (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
        RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE
        SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE
        MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
        QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE
        OR
        OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE
        BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE
        OF
        THIS SECURITY), (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
        OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE
        BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE
        OF
        THIS SECURITY), (5) IN ACCORDANCE WITH ANOTHER APPLICABLE EXEMPTION FROM
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
        OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN
        ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
        STATES
        OR ANY OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS
        SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS
        (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR
        (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR
        AN
        ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH ( K )(2)
        OF RULE 902 UNDER, REGULATION S UNDER THE SECURITIES
        ACT.”
   A-1
  No._______________  CUSIP
        No. ___________
  TXU
        ELECTRIC DELIVERY COMPANY
  FLOATING
        RATE SENIOR NOTE DUE 2008
  TXU
        ELECTRIC DELIVERY COMPANY, a corporation duly organized and existing under
        the
        laws of the State of Texas (herein referred to as the “Company”, which term
        includes any successor Person under the Indenture referred to below), for
        value
        received, hereby promises to pay to
  or
        registered assigns, the principal sum of ____________________ Dollars
        ($__________) on September 16, 2008. This Security shall bear interest as
        specified on the reverse of this Security.
  Payment
        of the principal of (and premium, if any) and interest at Maturity on this
        Security shall be made upon presentation of this Security at the office or
        agency of the Company maintained for that purpose in The City of New York,
        in
        the State of New York, in such coin or currency of the United States of America
        as at the time of payment is legal tender for payment of public and private
        debts; provided, however, that, at the option of the Company, interest on
        this
        Security (other than interest payable at Maturity) may be paid by check mailed
        to the address of the person entitled thereto, as such address shall appear
        on
        the Security Register, and provided, further, that if such person is a
        securities depositary, such payment may be made by such other means in lieu
        of
        check as shall be agreed upon by the Company, the Trustee and such
        person.
  All
        terms used in this Security which are defined in the Indenture shall have
        the
        meanings assigned to them in the Indenture and in the Officer’s Certificate
        establishing the terms of the Securities of this series.
   A-2
  [FORM
        OF REVERSE OF FLOATING RATE SENIOR NOTE]
 
 This
        Security is one of a duly authorized issue of securities of the Company (herein
        called the “Securities”), issued and to be issued in one or more series under an
        Indenture (For Unsecured Debt Securities), dated as of August 1, 2002 (herein,
        together with any amendments or supplements thereto, called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), between
        the Company and The Bank of New York, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and reference
        is
        hereby made to the Indenture, including the Board Resolutions and Officer’s
        Certificate creating the series designated on the face hereof, for a statement
        of the respective rights, limitations of rights, duties and immunities
        thereunder of the Company, the Trustee and the Holders of the Securities
        and of
        the terms upon which the Securities are, and are to be, authenticated and
        delivered. The acceptance of this Security shall be deemed to constitute
        the
        consent and agreement by the Holder thereof to all of the terms and provisions
        of the Indenture. This Security is one of the series designated on the face
        hereof.
  **1.
        Interest**
  The
        Securities of this series will bear interest at a per annum rate (“Interest
        Rate”) determined by The Bank of New York, or its successor appointed by the
        Company as permitted by the Indenture, acting as calculation agent (“Calculation
        Agent”). The Interest Rate for each period commencing on and including the
        immediately preceding Interest Payment Date (as defined below) to but excluding
        the applicable Interest Payment Date (each an “Interest Period”) will be equal
        to 3-month LIBOR (as defined below) on the second London Banking Day (as
        defined
        below) immediately preceding the first day of such Interest Period (“Interest
        Determination Date”), plus 0.375%, plus the Interest Rate Adjustment Amount (as
        defined below). Promptly upon such determination, the Calculation Agent will
        notify the Trustee of the Interest Rate for such Interest Period. Promptly
        following any change in the Interest Rate Adjustment Amount in such Interest
        Period, the Company shall so notify the Calculation Agent, and promptly
        following such notification, the Calculation Agent will notify the Trustee
        of
        the Interest Rate resulting therefrom and the date on which such change in
        Interest Rate shall be effective. The determination of the Calculation Agent,
        absent manifest error, shall be binding and conclusive upon the Holders of
        this
        Security, the Company and the Trustee. The Interest Rate will be reset on
        the
        first day of each Interest Period for the Security of this series (each an
        “Interest Reset Date”), however the Interest Rate Adjustment Amount will remain
        in effect until the next Rating Change (as defined below) that results in
        a
        different Interest Rate Adjustment Amount. “London Banking Day” shall mean any
        day on which commercial banks are open for business, including dealings in
        Dollars, in London. The amount of interest payable for any Interest Period
        shall
        be computed on the basis of the actual number of days for which interest
        is
        payable in such Interest Period, divided by 360.
  “3-month
        LIBOR” for any Interest Determination Date will be:
  (a)  the
        rate for three-month deposits in Dollars commencing on the related Interest
        Reset Date, that appears on the Reuters Page LIBOR01 (as defined below) as
        of
        11:00 A.M., London time, on the Interest Determination Date; or
   A-3
  (b)  if
        no rate appears on the particular Interest Determination Date on the Reuters
        Page LIBOR01, the rate calculated by the Calculation Agent as the arithmetic
        mean of at least two offered quotations obtained by the Calculation Agent
        after
        requesting the principal London offices of each of four major reference banks
        in
        the London interbank market to provide the Calculation Agent with its offered
        quotation for deposits in Dollars for the period of three months, commencing
        on
        the related Interest Reset Date, to prime banks in the London interbank market
        at approximately 11:00 A.M., London time, on that Interest Determination
        Date
        and in a principal amount that is representative for a single transaction
        in
        Dollars in that market at that time; or
  (c)  if
        fewer than two offered quotations referred to in clause (b) are provided
        as
        requested, the rate calculated by the Calculation Agent as the arithmetic
        mean
        of the rates quoted at approximately 11:00 A.M., New York time, on the
        particular Interest Determination Date by three major banks in The City of
        New
        York selected by the Calculation Agent for loans in Dollars to leading European
        banks for a period of three months and in a principal amount that is
        representative for a single transaction in Dollars in that market at that
        time;
        or
  (d)  if
        the banks so selected by the Calculation Agent are not quoting as mentioned
        in
        clause (c), 3-month LIBOR in effect on the particular Interest Determination
        Date.
  “Reuters
        Page LIBOR01” means the display designated as “LIBOR01” on Reuters 3000 Xtra (or
        any successor service) (or such other page as may replace Page LIBOR01 on
        Reuters 3000 Xtra or any successor service).”
  The
        Interest Rate Adjustment Amount is initially 0.0% and may change upon the
        occurrence of a Ratings Change. A “Ratings Change” is any change in the rating
        of the Securities of this series by Moody’s Investors Service (“Moody’s”) or
        Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
        (“S&P”), each a “Rating Agency,” or if the Securities of this series cease
        to be rated by either of the Rating Agencies, or thereafter are again rated
        by
        such Rating Agency.
  The
        Interest Rate Adjustment Amount is:
  ·
              0.0%,
                  if the Securities of this series are rated investment grade (Baa3
                  or
                  higher by Moody’s and BBB- or higher by S&P) by both Rating
                  Agencies.
  ·
              0.25%,
                  if the Securities of this series are rated below investment grade,
                  or not
                  rated, by one Rating Agency and investment grade by the other Rating
                  Agency.
  ·
              0.5%,
                  if the Securities of this series are rated below investment grade
                  by both
                  Rating Agencies, below investment grade by one Rating Agency and
                  not rated
                  by the other Rating Agency or if the Securities of this series
                  are not
                  rated by both Rating Agencies.
   A-4
  
  Each
        adjustment to the Interest Rate on the Securities of this series will be
        effective on the next Business Day after the Rating Change has occurred.
        Thereafter, the adjustment to the Interest Rates on the Securities of this
        series will remain in effect until the next Rating Change that results in
        a
        different Interest Rate Adjustment Amount.
  Interest
        on this Security shall be paid in arrears on June 16, September 16, and December
        16, 2007 and March 16, June 16, and September 16, 2008 (each an “Interest
        Payment Date”), at the Interest Rate per annum determined by the Calculation
        Agent for each Interest Period, until the principal hereof is paid or made
        available for payment. Interest on the Securities of this series will accrue
        from and including March 16, 2007, to and excluding the first Interest Payment
        Date, and thereafter will accrue from and including the last Interest Payment
        Date to which interest has been paid or duly provided for. The interest so
        payable, and punctually paid or duly provided for, on any Interest Payment
        Date
        will, as provided in such Indenture, be paid to the Person in whose name
        this
        Security (or one or more Predecessor Securities) is registered at the close
        of
        business on the 15 th calendar day next preceding the relevant Interest Payment Date (each a “Regular
        Record Date”), except that interest payable at Maturity will be payable to the
        Person to whom principal shall be paid.
  In
        the event that any Interest Payment Date (other than an Interest Payment
        Date
        coinciding with the Maturity) falls on a day that is not a Business Day,
        such
        Interest Payment Date will be postponed to the next succeeding Business Day,
        provided that, if such Business Day falls in the next succeeding calendar
        month,
        the Interest Payment Date will be brought forward to the immediately preceding
        Business Day. If the Maturity of this Security would fall on a day that is
        not a
        Business Day, the required payment of interest, if any, and principal will
        be
        made on the next succeeding Business Day and no interest on such payment
        will
        accrue for the period from and after the Maturity to such next succeeding
        Business Day. The term “Business Day” means, with respect to any Security, any
        day other than a Saturday, a Sunday or a day on which banking institutions
        in
        The City of New York are authorized or required by law, regulation or executive
        order to close, provided such day is also a London Banking Day.
  Any
        interest payable on this Security on any Interest Payment Date and not
        punctually paid or duly provided for will forthwith cease to be payable to
        the
        Holder on the Regular Record Date for such Interest Payment Date and may
        either
        be paid to the Person in whose name this Security (or one or more Predecessor
        Securities) is registered at the close of business on a Special Record Date
        for
        the payment of such Defaulted Interest to be fixed by the Trustee, notice
        whereof shall be given to Holders of Securities of this series not less than
        10
        days prior to such Special Record Date, or may be paid at any time in any
        other
        lawful manner not inconsistent with the requirements of any securities exchange
        on which the Securities of this series may be listed, and upon such notice
        as
        may be required by such exchange, all as more fully provided in the
        Indenture.
   A-5
  
  **2.
        Optional Redemption**
  The
        Securities of this series are redeemable in whole, or in part, at any time
        on or
        after September 16, 2007 at the option of the Company at a Redemption Price
        equal to 100% of the principal amount of the Securities of this series to
        be
        redeemed, plus any accrued and unpaid interest to, but excluding, the Redemption
        Date.
  Notice
        of redemption shall be given by mail to Holders of Securities, not less than
        20
        days prior to the Redemption Date, all as provided in the Indenture. As provided
        in the Indenture, notice of redemption at the election of the Company as
        aforesaid may state that such redemption shall be conditional upon the receipt
        by the applicable Paying Agent or Agents of money sufficient to pay the
        principal of and premium, if any, and interest, if any, on this Security
        on or
        prior to the Redemption Date; a notice of redemption so conditioned shall
        be of
        no force or effect if such money is not so received and, in such event, the
        Company shall not be required to redeem this Security.
  In
        the event of redemption of this Security in part only, a new Security or
        Securities of this series of like tenor representing the unredeemed portion
        hereof shall be issued in the name of the Holder hereof upon the cancellation
        hereof.
  **3.
        Mandatory Redemption**
  The
        Securities of this series shall be redeemed, in whole, at the time of the
        occurrence of a Change of Control, at a Redemption Price equal to 100% of
        the
        principal amount thereof plus accrued interest to, but excluding, the date
        of
        the redemption.
  A
        “Change of Control” will be deemed to have occurred at the time after the Notes
        are originally issued that the following occurs:
  ·
              the
                  Effective Time, as defined in the Agreement and Plan of Merger,
                  dated
                  February 25, 2007 (“Merger Agreement”), among TXU Corp., Texas Energy
                  Future Holdings Limited Partnership and Texas Energy Future Merger
                  Sub
                  Corp., or
  ·
              in
                  respect of any transaction or occurrence other than pursuant to
                  the Merger
                  Agreement,
  (1)  a
        “person” or “group” within the meaning of Section 13(d) or 14(d) of the Exchange
        Act other than TXU Corp., its subsidiaries or their respective employee benefit
        plans, files a Schedule TO or any schedule, form or report under the Exchange
        Act disclosing that such person or group has become the direct or indirect
        ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of
        TXU Corp.’s Common Stock representing more than 50% of the voting power of TXU
        Corp.’s Common Stock entitled to vote generally in the election of directors, or
   A-6
  
  (2)  consummation
        of any share exchange, consolidation or merger of TXU Corp. pursuant to which
        TXU Corp.’s Common Stock will be converted into cash, securities or other
        property or any sale, lease or other transfer in one transaction or a series
        of
        transactions of all or substantially all of the consolidated assets of TXU
        Corp.
        and its subsidiaries, taken as a whole, to any person other than TXU Corp.
        or
        one or more of its subsidiaries; provided, however, that a transaction where
        the
        holders of TXU Corp.’s Common Stock immediately prior to such transaction have
        directly or indirectly, more than 50% of the aggregate voting power of all
        classes of common equity of the continuing or surviving corporation or
        transferee entitled to vote generally in the election of directors immediately
        after such event shall not be a Change of Control.
  For
        the purposes of this definition, “Common Stock” means the common stock, without
        par value, of TXU Corp.
  On
        the date of the occurrence of a Change of Control the Company shall deposit
        funds sufficient to pay the Redemption Price with the Trustee with a notice
        stating that a Change of Control has occurred and the directing the Trustee
        to
        apply such funds to the redemption of the Securities of this
        series.
  **4.
        General**
  The
        Indenture contains provisions for defeasance at any time of the entire
        indebtedness of this Security upon compliance with certain conditions set
        forth
        in the Indenture.
  If
        an Event of Default with respect to Securities of this series shall occur
        and be
        continuing, the principal of the Securities of this series may be declared
        due
        and payable in the manner and with the effect provided in the
        Indenture.
  The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Company
        and
        the rights of the Holders of the Securities of each series to be affected
        under
        the Indenture at any time by the Company and the Trustee with the consent
        of the
        Holders of a majority in principal amount of the Securities at the time
        Outstanding of all series to be affected. The Indenture contains provisions
        permitting the Holders of a majority in aggregate principal amount of the
        Securities of all series then Outstanding to waive compliance by the Company
        with certain provisions of the Indenture. The Indenture also contains provisions
        permitting the Holders of specified percentages in principal amount of the
        Securities of each series at the time Outstanding, on behalf of the Holders
        of
        all Securities of such series, to waive compliance by the Company with certain
        provisions of the Indenture and certain past defaults under the Indenture
        and
        their consequences. Any such consent or waiver by the Holder of this Security
        shall be conclusive and binding upon such Holder and upon all future Holders
        of
        this Security and of any Security issued upon the registration of transfer
        hereof or in exchange herefor or in lieu hereof, whether or not notation of such
        consent or waiver is made upon this Security.
   A-7
  
  As
        provided in and subject to the provisions of the Indenture, the Holder of
        this
        Security shall not have the right to institute any proceeding with respect
        to
        the Indenture or for the appointment of a receiver or trustee or for any
        other
        remedy thereunder, unless such Holder shall have previously given the Trustee
        written notice of a continuing Event of Default with respect to the Securities
        of this series, the Holders of a majority in aggregate principal amount of
        the
        Securities of all series at the time Outstanding in respect of which an Event
        of
        Default shall have occurred and be continuing shall have made written request
        to
        the Trustee to institute proceedings in respect of such Event of Default
        as
        Trustee and offered the Trustee reasonable indemnity, and the Trustee shall
        not
        have received from the Holders of a majority in aggregate principal amount
        of
        Securities of all series at the time Outstanding in respect of which an Event
        of
        Default shall have occurred and be continuing a direction inconsistent with
        such
        request, and shall have failed to institute any such proceeding, for 60 days
        after receipt of such notice, request and offer of indemnity. The foregoing
        shall not apply to any suit instituted by the Holder of this Security for
        the
        enforcement of any payment of principal hereof or any premium or interest
        hereon
        on or after the respective due dates expressed herein.
  No
        reference herein to the Indenture and no provision of this Security or of
        the
        Indenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional, to pay the principal of and any premium and interest on
        this
        Security at the times, place and rate, and in the coin or currency, herein
        prescribed.
  The
        Securities of this series are issuable only in registered form without coupons
        in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
        As provided in the Indenture and subject to certain limitations therein and
        herein set forth, Securities of this series are exchangeable for a like
        aggregate principal amount of Securities of this series and of like tenor
        and of
        authorized denominations, as requested by the Holder surrendering the
        same.
  No
        service charge shall be made for any such registration of transfer or exchange,
        but the Company may require payment of a sum sufficient to cover any tax
        or
        other governmental charge payable in connection therewith.
  The
        Company shall not be required to execute and the Security Registrar shall
        not be
        required to register the transfer of or exchange of (a) Securities of this
        series during a period of 15 days immediately preceding the date notice is
        given
        identifying the serial numbers of the Securities of this series called for
        redemption or (b) any Security so selected for redemption in whole or in
        part,
        except the unredeemed portion of any Security being redeemed in part. The
        Company shall not be required to make transfers or exchanges of the Securities
        of this series for a period of 15 days next preceding an Interest Payment
        Date.
  The
        Company, the Trustee and any agent of the Company or the Trustee may treat
        the
        Person in whose name this Security is registered as the absolute owner hereof
        for all purposes, whether or not this Security be overdue, and neither the
        Company, the Trustee nor any such agent shall be affected by notice to the
        contrary.
   A-8
  Each
        Holder shall be deemed to understand that the offer and sale of the Securities
        of this series have not been registered under the Securities Act and that
        the
        Securities of this series may not be offered or sold except as permitted
        in the
        following sentence. Each Holder shall be deemed to agree, on its own behalf
        and
        on behalf of any accounts for which it is acting as hereinafter stated, that
        if
        such Holder sells any Securities of this series, such Holder will do so only
        (A)(1) to the Company, (2) in a transaction entitled to an exemption from
        registration provided by Rule 144 under the Securities Act, (3) so long as
        this
        Security is eligible for resale pursuant to Rule 144A under the Securities
        Act
        to a person whom it reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A that purchases for its own account or for
        the
        account of a qualified institutional buyer to whom notice is given that the
        resale, pledge or transfer is being made in reliance on Rule 144A, (4) in
        an
        offshore transaction in accordance with Rule 903 or Rule 904 of Regulation
        S
        under the Securities Act, (5) in accordance with another applicable exemption
        from the registration requirements of the Securities Act (and based upon
        an
        Opinion of Counsel acceptable to the Company) or (6) pursuant to an effective
        registration statement under the Securities Act and (B) in each case in
        accordance with any applicable securities laws of any State of the United
        States
        or in any applicable jurisdiction, and each Holder is further deemed to agree
        to
        provide to any person purchasing any of the Securities of this series from
        it a
        notice advising such purchaser that resales of the Securities of this series
        are
        restricted as stated herein.
  Each
        Holder shall be deemed to understand that, on any proposed resale of any
        Securities of this series pursuant to the exemption from registration under
        Rule
        144 under the Securities Act, any Holder making any such proposed resale
        will be
        required to furnish to the Trustee and Company such certifications, legal
        opinions and other information as the Trustee and Company may reasonably
        require
        to confirm that the proposed sale complies with the foregoing
        restrictions.
  This
        Security shall be governed by and construed in accordance with the laws of
        the
        State of New York (including without limitation Section 5-1401 of the New
        York
        General Obligations Law or any successor to such statute), except to the
        extent
        that the Trust Indenture Act shall be applicable and except to the extent
        that
        the laws of the State of Texas shall mandatorily govern.
  As
        provided in the Indenture, no recourse shall be had for the payment of the
        principal of or premium, if any, or interest, if any, on any Securities or
        any
        part thereof, or for any claim based thereon or otherwise in respect thereof,
        or
        of the indebtedness represented thereby, or upon any obligation, covenant
        or
        agreement under the Indenture, against, and no personal liability whatsoever
        shall attach to, or be incurred by, any incorporator, stockholder, member,
        officer or director, as such, past, present or future of the Company or of
        any
        predecessor or successor corporation (either directly or through the Company
        or
        a predecessor or successor corporation), whether by virtue of any constitutional
        provision, statute or rule of law, or by the enforcement of any assessment
        or
        penalty or otherwise; it being expressly agreed and understood that the
        Indenture and all the Securities are solely corporate obligations and that
        any
        such personal liability is hereby expressly waived and released as a condition
        of, and as part of the consideration for, the execution of the Indenture
        and the
        issuance of the Securities.
   A-9
  
  Unless
        the certificate of authentication hereon has been executed by the Trustee
        referred to herein by manual signature, this Security shall not be entitled
        to
        any benefit under the Indenture or be valid or obligatory for any
        purpose.
  
   IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly
        executed.
  TXU
                  ELECTRIC DELIVERY COMPANYBy:
 
  [FORM
        OF CERTIFICATE OF AUTHENTICATION]
  CERTIFICATE
        OF AUTHENTICATION
  This
        is one of the Securities of the series designated therein referred to in
        the
        within-mentioned Indenture.
  Dated:
  THE
                  BANK OF NEW YORK, as TrusteeBy:Authorized
                  Signatory
 
 
   A-10
  SCHEDULE
        OF INCREASES OR DECREASES IN GLOBAL NOTE
  The
        following increases or decreases in this Global Note have been
        made:
  Date
              Amount
                  of decrease in Principal Amount of this Global Note
              Amount
                  of increase in Principal Amount of this Global Note
              Principal
                  Amount of this Global Note following such decrease or
                  increase
              Signature
                  of authorized signatory of Corporate Trustee or Securities
                  Custodian
 
 
 A-11
   **[CERTIFICATE
        OF TRANSFER]**
   **TXU
        ELECTRIC DELIVERY COMPANY**
   **FLOATING
        RATE SENIOR NOTE DUE 2008**
 
 FOR
        VALUE RECEIVED, the undersigned sells, assigns and transfers unto
  PLEASE
        INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING
        NUMBER OF ASSIGNEE
 
 Name
                  and address of assignee must be printed or type
                  written.
 
 $
                  _________________________________________________________________________
 principal
        amount of beneficial interest in the referenced Security of the Company and
        does
        hereby irrevocably constitute and appoint
  ____________________________________________________________________________________________________
 to
        transfer the said beneficial interest in such Security, with full power of
        substitution in the premises.
  The
        undersigned certifies that said beneficial interest in said Security is being
        resold, pledged or otherwise transferred as follows: (check one)
  o
              to
                  the Company;
  o
              to
                  a Person whom the undersigned reasonably believes is a qualified
                  institutional buyer within the meaning of Rule 144A under the Securities
                  Act of 1933, as amended (the “Securities Act”) purchasing for its own
                  account or for the account of a qualified institutional buyer to
                  whom
                  notice is given that the resale, pledge or other transfer is being
                  made in
                  reliance on Rule 144A;
  o
              in
                  an offshore transaction in accordance with Rule 903 or Rule 904
                  of
                  Regulation S under the Securities
                  Act;
  o
              as
                  otherwise permitted by the non-registration legend appearing on
                  this
                  Security; or
  o
              as
                  otherwise agreed by the Company, confirmed in writing to the Trustee,
                  as
                  follows: [describe]
  ____________________________________________________________________________________________________
 
 ____________________________________________________________________________________________________
 
 Dated:______________________________  Your
        Signature: _______________________________________
 
  Signature
        Guarantee:_______________________________________________________________________________________
  Signatures
        must be guaranteed by an “eligible guarantor institution” meeting the
        requirements of the Security Registrar, which requirements include membership
        or
        participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
        such other “signature guarantee program” as may be determined by the Security
        Registrar in addition to, or in substitution for, STAMP, all in accordance
        with
        the Securities Exchange Act of 1934, as amended.
  All
        terms used in this certificate which are defined in the Indenture pursuant
        to
        which said Security was issued shall have the meanings assigned to them in
        the
        Indenture.