Exhibit
      10.2


**PERFORMANCE
        UNIT AWARD AGREEMENT**
  THIS
        PERFORMANCE UNIT AWARD AGREEMENT (“Award Agreement”) is made and entered
        effective as of the 1 st day of April, 2007, by and between TXU CORP., a Texas corporation (“Company”),
        and «Participant» (“Participant”).
  WHEREAS,
        the Company has adopted the TXU Corp. 2005 Omnibus Incentive Plan (“Plan”), the
        purpose of which is to assist the Company in attracting, retaining and
        motivating executive officers and other key employees essential to the success
        of the Company through performance-related incentives linked to long-range
        performance goals; and
  WHEREAS,
        the Plan provides for various types of stock and cash based incentive
        compensation awards, as well as covered employee annual incentive awards
        to be
        made to eligible Employees; and
  WHEREAS,
        in accordance with the provisions of the Plan, the Participant has been
        designated as being eligible to receive an award of performance units (“Award”)
        payable in, and valued on the basis of, Company common stock as described
        herein
        (“Performance Units”) in order to carry out the intent and purposes of the Plan
        all as set forth herein; and
  WHEREAS,
        this Award Agreement constitutes part of a prospectus covering the Performance
        Units which are being awarded hereunder, where Company common stock constituting
        the value of the Award has been registered under the Securities Act of 1933
        and
  WHEREAS,
        Company and Participant agree that this Award Agreement is subject to the
        terms
        and conditions of the Merger Agreement, dated February 25, 2007, among TXU
        Corp.
        and Texas Energy Future Holdings Limited Partnership (“Merger Agreement”) and no
        term(s) or condition(s) of this Award Agreement is intended to, nor does
        it,
        alter any of the terms and conditions of the Merger Agreement; and
  WHEREAS,
        Company and the Participant also agree that if the merger, as described in
        the
        Merger Agreement, closes as set forth in the Merger Agreement (“Closing”), this
        Award Agreement will be modified automatically, as provided for
        herein.
  NOW
        THEREFORE, in consideration of the covenants herein set forth and other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties agree as follows:
  1.  Award
        of Performance Units .
        The Company hereby awards to Participant «Award» Performance Units, each such Performance Unit having a value equal to one
        share
        of the Company’s common stock, without par value (“Company Stock”), pursuant to
        the terms and subject to the conditions and restrictions set forth
        herein.
  2.  Performance
        Period and Adjustment of Number of Performance Units .
        The award of Performance Units shall be subject to comparative total shareholder
        return performance criteria as described below. For purposes of determining
        the
        adjustments to the number of Performance Units under this section, the Target
        Award (“Target”) shall be the number of Performance Units awarded under Section
        1 hereof plus any additional Performance Units added
   
  to
        this Award during the Performance Period by virtue of the “dividends” provisions
        of Section 6 hereof.
  (a)  During
        the period commencing April 1, 2007 and ending at either March 31, 2010,
        or at
        Closing, if it occurs before March 31, 2010 (“Performance Period”), the
        Company’s financial performance, measured in terms of total shareholder return,
        shall be compared to, and measured against, the performance of other companies
        within a peer group consisting of the Standard & Poor’s 500 Electric
        Utilities Index (“Peer Group”). Upon the expiration of the Performance Period,
        the Committee will compare the Company’s total shareholder return with the total
        shareholder return of the companies within the Peer Group and determine the
        Company’s percentile ranking within the Peer Group during the Performance
        Period.
  (b)  Based
        on the Company’s performance within the Peer Group during the Performance
        Period, the number of Performance Units shall be adjusted in accordance with
        the
        methodology set forth below. For purposes of this Agreement, the term
        Performance Units will include such adjusted number of Performance
        Units.
  
 **Performance
                  Levels**
              **Total
                  Shareholder Return Ranges**
              **Initial
                  Number of Performance Units Adjusted by the
                  Following:**Maximum
              81st
                  Percentile & Above
              Maximum
                  payout (200% of Target)150%
                  of Target
              71st
                  - 80.99thPercentiles
              Interpolate
                  between 150% of Target & Maximum (150% & 200% of
                  Target)125%
                  of Target
              61st
                  - 70.99thPercentiles
              Interpolate
                  between 125% of Target & 150% of TargetTarget
              51st
                  - 60.99thPercentiles
              Interpolate
                  between 100% of Target & 125% of TargetMinimum
              41st
                  - 50.99thPercentiles
              Interpolate
                  between Minimum & Target (50% to 100% of Target)Zero
              40.99thPercentile & Below
              No
                  payout
 
  (c)  Notwithstanding
        any provision of Section 2(b) to the contrary, at the Closing of the merger
        described herein, the payout of the Award will be adjusted to provide for
        a
        maximum Award payout of 100% of the Target, plus dividends.
  3.  Vesting,
        Valuation and Payment of Award .
  (a)  The
        Performance Units, as adjusted in accordance with the provisions of Sections
        2(a) and 2(b) above, shall become vested upon the expiration of the Performance
        Period, and shall be valued as of the date of the Committee’s certification of
        the Company’s performance against the performance criteria described in Sections
        2(a) and 2(b) (“Valuation Date”), at which time the adjustments described in
        Sections 2(a) and 2(b) shall be made. In calculating the value of this Award,
        each Performance Unit will equal the value of the average of the high and
        low
        trading price of one (1) share of Company Stock on the Valuation
        Date.
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  (b)  This
        Award shall be paid to Participant in the form of shares of Company Stock
        having
        an aggregate value equal to the value of the Award determined in accordance
        with
        the valuation methodology described in Section 3(a) above. Such distribution
        of
        Company Stock, net of applicable tax withholding, shall be made as soon as
        reasonably practicable (and in any event within forty-five (45) days) following
        the Valuation Date. The Valuation Date and the distribution of the Company
        Stock
        shall occur within the same calendar year as the expiration of the Performance
        Period.
  (c)  Notwithstanding
        any provision of Sections 3(a) and 3(b) to the contrary, at the Closing of
        the
        merger described herein, the Award will immediately vest. The Award will
        be paid
        to the Participant in cash and valued at the Closing price set by the Merger
        Agreement. The Award will be paid to Participant as soon as reasonably
        practicable, at the end of the three-year performance period of March 31,
        2010.
  4.  Forfeiture
        of Performance Units Under Certain Circumstances.
  (a)  Cessation
        of Employment During Performance Period for Reasons Other Than Retirement,
        Death
        or Disability .
        If the Participant shall, at any time during the Performance Period, cease
        to be
        an Employee of the Company or a Subsidiary for any reason whatsoever other
        than
        Participant’s retirement, death or total disability, all Performance Units shall
        immediately be forfeited by Participant. Upon the forfeiture of the Performance
        Units, the Participant shall have no further right, title or interest in
        or to
        the Performance Units so forfeited.
  (b)  Cessation
        of Employment Due to Retirement, Death or Disability .
        If, during the Performance Period, the Participant shall cease to be an Employee
        of the Company or a Subsidiary due to Participant’s retirement, death or total
        disability, then, to the extent the Participant would otherwise have been
        entitled to a distribution under this Agreement, the Participant shall be
        entitled to receive a portion of such distribution, prorated on the basis
        of the
        period of the Participant’s employment during the Performance Period compared to
        the total Performance Period. The vesting and distribution of a portion of
        the
        Award under this Section 4(b) shall occur at the times provided for under
        Section 3 hereof. The portion of this Award which is not distributed under
        this
        Section 4(b) shall be forfeited as of the Valuation Date, and the Participant
        shall have no right, title or interest in or to such forfeited
        portion.
  5.  Nontransferability .
        No right of the Participant hereunder may be sold, transferred, pledged,
        assigned or otherwise alienated, hypothecated or disposed of, and any attempt
        to
        effect any such sale, transfer, pledge, assignment or disposition shall be
        null
        and void and of no force or effect whatsoever.
  6.  Dividends .
        If and when dividends are paid on Company Stock, the number of Performance
        Units
        covered by the Award will be increased by: (a) in the case of a dividend
        paid in
        cash, the number of full and fractional shares of Company Stock which could
        have
        been purchased with the amount of the dividend that would have been paid
        had
        each Performance Unit been one (1) share of Company Stock and as if the
        Performance Units had been invested in the TXU Direct Stock Purchase and
        Dividend Reinvestment Plan; or (b) in the case of a dividend paid in stock,
        the
        number of full and fractional shares of Company Stock which would have
        been
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  distributed
        in connection with such dividend had each Performance Unit been one (1) share
        of
        Company Stock.
  7.  Capital
        Adjustments .
        The number of Performance Units covered by this Award shall be subject to
        adjustment, if any, as the Committee deems appropriate upon the occurrence
        of
        certain events and in the manner as described in Section 4.4 of the
        Plan.
  
 8.  No
        Right to Employment .
        Neither this Award Agreement, nor the Award of the Performance Units provided
        for herein, shall be construed as giving Participant any right of employment
        or
        continued employment with the Company or any affiliated entity of the
        Company.
  9.  Withholding .
        Participant understands and agrees that the Company shall deduct or withhold
        any
        taxes required by law to be withheld in connection with the Award provided
        for
        herein.
  10.  Subject
        to Plan .
        The Award of the Performance Units and this Award Agreement are subject to
        all
        of the terms and conditions of the Plan (as the Plan may be amended from
        time to
        time). In the event of any conflict between the terms and conditions of the
        Plan
        and those set forth herein, exclusive of those terms or conditions relating
        to
        the Merger Agreement, the terms and conditions of the Plan shall
        control.
  11.  Governing
        Law .
        This Award Agreement shall be governed, construed, interpreted and administered
        in accordance with the laws of the State of Texas. This Award Agreement is
        being
        entered into and shall be performed, in whole or in part, in Dallas County,
        Texas, and the parties hereby acknowledge and agree that, in any dispute
        involving this Award Agreement, venue shall be in the appropriate court in
        Dallas County, Texas.
  12.  Severability .
        In the event any provision of this Award Agreement shall be held invalid,
        illegal or unenforceable, in whole or in part, for any reason, such
        determination shall not affect the validity, legality or enforceability of
        any
        remaining provision or portion of provision, which shall remain in full force
        and effect as if this Award Agreement had not contained the invalid, illegal
        or
        unenforceable provision or portion.
  13.  Amendment .
        The Committee shall have the right at any time and from time to time, without
        the approval or consent of Participant, to amend this Award Agreement if
        additions and/or changes are made to the Internal Revenue Code of 1986, as
        amended, any federal or state securities law, or other law or regulation
        applicable to the Award provided for herein. The Committee shall have the
        right
        at any time, and from time to time, to amend this Award Agreement for any
        other
        reason with the consent of Participant.
  14.  Award
        Not Benefit Eligible .
        Participant understands and agrees that the Award of Performance Units shall
        be
        considered as extraordinary, special incentive compensation and will not
        be
        included as “earnings,” “wages,” “salary” or “compensation” in any pension,
        welfare, life insurance, or other employee benefit plan or arrangement of
        the
        Company.
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  15.  Notices .
        Any notice required or permitted hereunder shall be given in writing and
        shall
        be deemed effectively given upon personal delivery or upon deposit in the
        United
        States Post Office, by registered or certified mail, with postage and fees
        prepaid, addressed to the other party hereto at the address shown opposite
        his,
        her or its signature below or at such other address as such party may designate
        by not less than five (5) days’ advance written notice to the other party
        hereto.
  16.  Further
        Assurances .
        The parties agree to execute such further instruments and to take such further
        action as may reasonably be necessary to carry out the intent of this Award
        Agreement.
  17.  Entire
        Agreement .
        This Award Agreement constitutes the entire agreement of the parties with
        respect to the subject matter hereof.
  18.  Binding
        Effect .
        This Award Agreement shall be binding upon and inure to the benefit of the
        parties hereto and their respective successors, heirs, executors,
        administrators, guardians and personal representatives. Nothing in this Award
        Agreement shall be construed to give any person or entity other than the
        parties
        hereto and their respective successors any legal or equitable right, remedy
        or
        claim under this Award Agreement.
  19.  Capitalized
        Terms .
        Unless otherwise defined herein, each of the capitalized terms used herein
        shall
        have the meaning given to such term in the Plan.
  20.  Headings .
        Headings of the several sections of this Award Agreement are inserted for
        convenience only and shall not control or affect the meaning or construction
        of
        any of the provisions hereof.
   IN
        WITNESS WHEREOF, the parties hereto have entered into this Award Agreement.
  **TXU
                  CORP.**Address:
              
              By:
              /s/
                  M. Riz Chand1601
                  Bryan Street
              
              
              M.
                  Riz ChandDallas,
                  TX 75201
              
              
              Senior
                  Vice PresidentAttn:
                  Corporate Secretary
              
              
              Human
                  Resources**PARTICIPANT**Address:««Participant»»
 
 
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