**Exhibit 4(k)**

**Registration Rights Letter Agreement**

**July 2, 2010**

Reference is hereby made to that certain Exchange Agreement, dated June 24, 2010, between the party listed on Exhibit Aattached hereto (“**Holder**”), on the one hand, and Energy Future Holdings Corp. (the “**Company**”), Energy Future Competitive Holdings Company (“**EFCH**”) and Energy Future Intermediate Holding Company LLC(together with EFCH, the “**Guarantors**”), on the other hand (the “**Exchange Agreement**”), pursuant to which the Company will issue to Holder the New Securities in exchange for the Exchange Securities that Holder owned.Unless otherwise provided, capitalized terms used but not defined herein have the meanings ascribed to them in the Exchange Agreement. 

For purposes of providing Holder and any subsequent transferee of the New Securities the right to receive Exchange Notes or the right toregister the New Securities under the Securities Act, as applicable, the Company and the Guarantors hereby grant the New Securities the same rights afforded to “Securities” (as such term is defined in the Registration Rights Agreement)under the Registration Rights Agreement; provided, however, that Holder and any subsequent transferee of the New Securities agree to abide by all of the terms and conditions of the Registration Rights Agreement applicable to a holderof Securities thereunder; and provided, further, that this letter agreement shall not provide Holder or any subsequent transferee of the New Securities with any right to designate its own counsel, managing underwriter or underwriterpursuant to Sections 3(d)(vi), 3(d)(vii), 4 and 7, as applicable, of the Registration Rights Agreement. For the avoidance of doubt, the parties hereto acknowledge and agree that the New Securities shall be treated as a single class with theoutstanding 10.000% Senior Secured Notes due 2020 of the Company issued pursuant to the New Securities Indenture, and this letter agreement shall not extend or otherwise change the time period during which the Company and the Guarantors must causethe Exchange Registration Statement and the Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement) to become effective pursuant to Section 2(a) and (b), respectively, of the Registration Rights Agreement.

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If the foregoing is in accordance with your understanding of our agreement, please sign andreturn to us a counterpart hereof, whereupon this Agreement, along with all counterparts, will become a binding agreement among Holder, the Company and Guarantors in accordance with its terms. 

 
Very truly yours,Energy Future Holdings Corp.By: 
/s/ Anthony R. Horton
Name: Anthony R. HortonTitle: Senior Vice President and TreasurerEnergy Future Competitive Holdings CompanyBy: 
/s/ Anthony R. Horton
Name: Anthony R. HortonTitle: TreasurerEnergy Future Intermediate Holding Company LLCBy: 
/s/ Anthony R. Horton
Name: Anthony R. HortonTitle: Senior Vice President and Treasurer
SIGNATURE PAGETO LETTER AGREEMENT

Confirmed and agreed to as of the date first above written: 

 
Holder Franklin Advisers, Inc.By: 
/s/ Edward Perks
Name: Edward PerksTitle: Senior Vice President
SIGNATURE PAGETO LETTER AGREEMENT

**Exhibit A**

Franklin Advisers, Inc. 

 

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