Exhibit
      4 (a)


**TXU
          ENERGY COMPANY LLC**
  **OFFICER’S
          CERTIFICATE**
 **4-D-4**
 
 **Establishing
          the Form and Certain Terms of the**
 **Floating
          Rate Senior Notes due 2008**
 
 The
          undersigned, Stanley J. Szlauderbach, Senior Vice President and Controller
          of
          TXU Energy Company LLC (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 March 1, 2003
          (the
“Indenture”) that:
  1.
                The
                    Securities of the fourth 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 fourth 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 issuable in denominations of $2,000 and integral multiples
                    of
                    $1,000 in excess thereof.
   2
  10.
                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.
  11.
                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.
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  12.
                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.
  13.
                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.
  14.
                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 701 of the Indenture, the Company
                    shall not
                    deliver an Officer’s Certificate described in clause (z) in the first
                    paragraph of said Section 701 unless the Company shall also deliver
                    to the
                    Trustee, together with such Officer’s Certificate,
                    either:
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  (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 701), 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 701; 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
  (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.
  15.
                The
                    Company agrees that for so long as any of the Notes shall remain
                    Outstanding, without the consent of the Holders of a majority
                    in principal
                    amount of the Securities at the time Outstanding of all series
                    with
                    respect to which this covenant is made, considered as one class,
                    the
                    Company shall not, and shall not permit any Subsidiary to, create,
                    incur
                    or assume any Lien upon any of their respective properties or
                    assets in
                    order to secure any Debt (other than Permitted Liens). The provisions
                    of
                    the preceding sentence shall not prohibit the creation, incurrence
                    or
                    assumption of any Lien if, contemporaneously therewith,
                    either
  (a)  the
          Company shall make effective provision whereby all Notes then Outstanding
          shall
          be secured equally and ratably with such other Debt with a Lien on the
          same
          properties or assets (unless such other Debt is subordinated to the Notes,
          in
          which case all of the Notes then Outstanding will be secured prior to such
          other
          Debt with a Lien on the same properties or assets); or
  (b)  the
          Company shall deliver to the Trustee bonds, notes or other evidences of
          indebtedness secured equally and ratably with such other Debt with a Lien
          on the
          same properties or assets (unless such other Debt is subordinated to the
          Notes,
          in which case all of the Notes then Outstanding will be secured prior to
          such
          other Debt with a Lien on the same properties or assets) (hereinafter called
          “Secured Obligations”):
   5
  
  (i)  in
          an aggregate principal amount equal to the aggregate principal amount of
          the
          Notes then Outstanding,
  (ii)  maturing
          (or being subject to mandatory redemption) on such dates and in such principal
          amounts that, at each Stated Maturity of the Outstanding Notes, there shall
          mature (or be redeemed) Secured Obligations equal in principal amount to
          such
          Notes then to mature and
  (iii)  containing,
          in addition to any mandatory redemption provisions applicable to all Secured
          Obligations outstanding under such Lien and any mandatory redemption provisions
          contained therein pursuant to clause (ii) above, mandatory redemption provisions
          correlative to the provisions, if any, for the mandatory redemption (pursuant
          to
          a sinking fund or otherwise) of the Notes or for the redemption thereof
          at the
          option of the Holder, as well as a provision for mandatory redemption upon
          an
          acceleration of the maturity of all Outstanding Notes following an Event
          of
          Default (such mandatory redemption to be rescinded upon the rescission
          of such
          acceleration);
  it
          being expressly understood that such Secured Obligations
  (x)  may,
          but need not, bear interest,
  (y)  may,
          but need not, contain provisions for the redemption thereof at the option
          of the
          issuer, any such redemption to be made at a redemption price or prices
          not less
          than the principal amount thereof, and
  (z)  shall
          be held by the Trustee for the benefit of the Holders of all Notes from
          time to
          time Outstanding subject to such terms and conditions relating to surrender
          to
          the Company, transfer restrictions, voting, application of payments of
          principal, premiums, if any, and interest and other matters as shall be
          set
          forth in an indenture supplemental hereto specifically providing for the
          delivery to the Trustee of such Secured Obligations.
  16.
                The
                    Company agrees that for so long as any Notes shall remain Outstanding,
                    without the consent of the Holders of a majority in principal
                    amount of
                    the Securities at the time Outstanding of all series with respect
                    to which
                    this covenant is made, considered as one class, the Company shall
                    not
                    permit any Subsidiary to create, incur or assume any Debt other
                    than
                    Permitted Subsidiary Debt.
   6
  
  17.
                The
                    Company agrees that for so long as any Notes shall remain Outstanding,
                    without the consent of the Holders of a majority in principal
                    amount of
                    the Securities at the time Outstanding of all series with respect
                    to which
                    this covenant is made, considered as one class, and except for
                    the sale of
                    the properties and assets of the Company as an entirety or substantially
                    as an entirety pursuant to Article Eleven of the Indenture, and
                    other than
                    properties or assets required to be sold to conform with governmental
                    requirements, the Company shall not, and shall not permit any
                    of its
                    Subsidiaries to, consummate any Asset Sale, if the aggregate
                    net book
                    value of all such Asset Sales consummated during the four calendar
                    quarters immediately preceding any date of determination would
                    exceed****10%
                    of the total assets of the Company and its consolidated Subsidiaries
                    as
                    shown on the Company’s most recent quarterly audited or unaudited
                    consolidated balance sheet; provided, however, that any such
                    Asset Sale
                    will be disregarded for purposes of the****10%
                    limitation specified above
  (a)  to
          the extent that such properties or assets are, in the Company’s opinion, worn
          out or are not useful or necessary in connection with the operation of
          the
          business of the Company or its Subsidiaries;
  (b)  to
          the extent such properties or assets are being transferred to a wholly-owned
          Subsidiary of the Company;
  (c)  to
          the extent that the cash or other proceeds thereof
  (i)  are,
          within 12 months of the consummation of such Asset Sale, invested or reinvested
          by the Company or any Subsidiary in a Permitted Business,
  (ii)  are
          used by the Company or a Subsidiary to repay Debt of the Company or such
          Subsidiary, or
  (iii)  are
          retained by the Company or any Subsidiary.
  18.
                For
                    purposes of paragraphs 15, 16 and 17 of this Officer’s Certificate, each
                    of the following terms shall have the meaning
                    given:
  “Asset
          Sale” means any sale of any properties or assets of the Company or any
          Subsidiary including by way of the sale by the Company or any Subsidiary
          of
          equity interests in any Subsidiary or by way of a sale-leaseback or similar
          transaction; provided, however, that “Asset Sale” shall not include (i) any
          sales of accounts receivable, energy, fuel or other commodities or the
          right or
          obligation to purchase, or other contracts or derivatives associated with,
          energy, fuel or other commodities, (ii) any energy and commodity trading,
          marketing or risk management activities, (iii) any sale-leaseback or similar
          transaction that results in Debt, or (iv) any sale-leaseback or similar
          transaction completed within twelve months from the later of the time the
          property that is the subject of such transaction is acquired and the time
          it is
          placed into commercial operation by the Company or any Subsidiary.
   7
  
  “Capitalized
          Lease Liabilities” of any Person means the amount, if any, shown as liabilities
          on such Person’s unconsolidated balance sheet for capitalized leases of property
          not owned by such Person, which amount shall be determined in accordance
          with
          generally accepted accounting principles and practices applicable to the
          type of
          business in which such Person is engaged.
  “Debt,”
          with respect to any Person, means
  (a)  indebtedness
          of such Person for borrowed money evidenced by a bond, debenture, note
          or other
          similar written instrument or agreement by which such Person is obligated
          to
          repay such borrowed money,
  (b)  Capitalized
          Lease Liabilities of such Person, and
  (c)  any
          guaranty by such Person of any such indebtedness or Capitalized Lease
          Liabilities of another Person.
  However,
          “Debt” does not include, among other things,
  (x)  indebtedness
          of such Person under any installment sale or conditional sale agreement
          or any
          other agreement relating to indebtedness for the deferred purchase price
          of
          property or services,
  (y)  any
          trade obligations (including obligations under agreements relating to the
          purchase and sale of any commodity, including fuel or power purchase or
          sale
          agreements, tolling agreements, and any commodity, currency, interest rate,
          weather or other hedges or derivatives regardless of whether such transaction
          is
          a “financial” or physical transaction) or other obligations of such Person in
          the ordinary course of business, or
  (z)  obligations
          of such Person under any lease agreement (including any lease intended
          as
          security), other than Capitalized Lease Liabilities.
  “Lien”
          means any lien, mortgage, deed of trust, pledge or security interest, in
          each
          case, intended to secure the repayment of Debt.
  “Permitted
          Business” means a business that is the same or similar to the business of the
          Company or any Subsidiary as of March 16, 2007, or any business reasonably
          related thereto.
   8
  
  “Permitted
          Liens” means
  (a)  any
          Liens existing at March 16, 2007;
  (b)  any
          vendors’ Liens, purchase money Liens and other Liens placed on property at, or
          within twelve months following the later of the date of acquisition of
          such
          property and the date such property is placed into commercial operation
          by the
          Company or any Subsidiary and Liens to secure or provide for the acquisition,
          construction, improvement, expansion or development of any property by
          the
          Company or any Subsidiary, provided that no such Lien in this clause (b)
          shall
          extend to or cover any other property of the Company or any
          Subsidiary;
  (c)  any
          Liens on cash or securities (other than equity interests issued by any
          Subsidiary) on hand or in banks or other financial institutions, deposit
          accounts and interests in general or limited partnerships (other than equity
          interests issued by any Subsidiary);
  (d)  any
          Liens on property or equity interests, or arising out of any Debt, of any
          Person
          existing at the time the Person is merged into or consolidated with the
          Company
          or any Subsidiary;
  (e)  any
          Liens in connection with the issuance of tax-exempt pollution control bonds
          or
          other similar bonds issued pursuant to Section 103(b) of the Internal Revenue
          Code of 1986, as amended (or any successor provision), and any taxable
          bonds
          that the Company intends to refinance with such tax-exempt bonds, to finance
          all
          or any part of the purchase price of or the cost of constructing, equipping
          or
          improving property, provided that such Liens are limited to the property
          acquired or constructed or improved and to substantially unimproved real
          property on which such construction or improvement is located; provided
          further,
          that the Company or any Subsidiary may further secure all or any part of
          such
          purchase price or the cost of construction or improvement by an interest
          on
          additional property of the Company or any Subsidiary only to the extent
          necessary for the construction, maintenance and operation of, and access
          to,
          such property so acquired or constructed or such improvement;
  (f)  any
          Liens on contracts, leases and other agreements of whatsoever kind and
          nature;
          any Liens on contract rights, bills, notes and other instruments; any Liens
          on
          revenues, accounts, accounts receivable and unbilled revenues, claims,
          credits,
          demands and judgments; any Liens on governmental and other licenses, permits,
          franchises, consents and allowances; and any Liens on patents, patent licenses
          and other patent rights, patent applications, trade names, trademarks,
          copyrights, claims, credits, choses in action and other intangible property
          and
          general intangibles including, but not limited to, computer
          software;
  (g)  any
          Liens, including in connection with sale-leaseback transactions, on natural
          gas,
          coal, lignite, oil or other mineral properties or nuclear fuel owned or
          leased
          by the Company or any Subsidiary;
   9
  
  (h)  any
          Liens on automobiles, buses, trucks and other similar vehicles and movable
          equipment; vessels, boats, barges and other marine equipment; airplanes,
          helicopters, aircraft engines and other flight equipment; and parts, accessories
          and supplies used in connection with any of the foregoing;
  (i)  any
          Liens on furniture and furnishings, and computers, data processing, data
          storage, data transmission, telecommunications and other equipment, facilities
          and apparatus, which, in any case, are used primarily for administrative
          or
          clerical purposes;
  (j)  any
          Liens on property that is the subject of a lease agreement (other than
          any lease
          agreement for which the Company or any Subsidiary has incurred Capitalized
          Lease
          Liabilities) designating the Company or any Subsidiary as lessee and all
          right,
          title and interest of the Company or any Subsidiary in and to such property
          and
          in, to and under such lease agreement, whether or not such lease agreement
          is
          intended as security;
  (k)  any
          Liens on the rights of (i) TXU Mining Company LP, or its successors, existing
          under the Operating Agreement, dated April 28, 1978, as amended by the
          Modification of Operating Agreement, dated April 20, 1979, among TXU Mining
          Company LP and TXU US Holdings Company (formerly TXU Electric Company,
          successor
          to Dallas Power & Light Company, Texas Electric Service Company and Texas
          Power & Light Company) and the Company, TXU Energy Retail Company LP and TXU
          Generation Company LP (pursuant to the Assumption Agreement, dated December
          31,
          2001, by and among TXU US Holdings Company, the Company, TXU Energy Retail
          Company LP and TXU Generation Company LP) (TXU Mining Operating Agreement),
          and
          as it may be amended from time to time, or (ii) TXU Fuel Company, or its
          successors, existing under the Operating Agreement, dated December 15,
          1976,
          between TXU Fuel Company and Dallas Power & Light Company, Texas Electric
          Service Company and Texas Power & Light Company (TXU Fuel Operating
          Agreement), as it may be amended from time to time; provided that any amendment
          of the TXU Mining Operating Agreement or the TXU Fuel Operating Agreement
          shall
          not increase the scope of any Liens permitted under this clause
          (k);
  (l)  any
          other Liens securing Debt, provided that the sum of (i) the aggregate principal
          amount of the Debt of the Company and any Subsidiary secured by such Liens,
          plus
          (ii) the aggregate principal amount of Debt of Subsidiaries issued under
          clause
          (e) of the definition of Permitted Subsidiary Debt, does not exceed 10%
          of the
          total assets of the Company and its consolidated Subsidiaries as shown
          on the
          Company’s most recent quarterly audited or unaudited consolidated balance sheet;
          and provided further that in so calculating the total amount of Debt for
          purposes of this clause (l), no Debt (whether or not secured) shall be
          counted
          more than once; and
  (m)  any
          Liens granted in connection with extending, renewing, replacing or refinancing,
          in whole or in part, the Debt secured by Liens described in the foregoing
          clauses (a) through (l), to the extent of the principal amount of the Debt
          so
          extended, renewed, replaced or refinanced.
   10
  
  In
          determining whether any Lien is a Permitted Lien, the Company may rely
          on one or
          more of clauses (a) through (m) of this definition of Permitted Lien with
          respect to such Lien.
  “Permitted
          Subsidiary Debt” means:
  (a)  any
          Debt existing at March 16, 2007;
  (b)  any
          Debt incurred at the time of, or within twelve months following the later
          of the
          acquisition of property and the placement of such property into commercial
          operation by the Subsidiary, or incurred to provide for the construction,
          improvement, expansion or development of property, provided that no such
          Debt
          shall be incurred in an amount greater than the fair value of the property
          so
          acquired, constructed, improved, expanded or developed;
  (c)  any
          Debt of any corporation existing at the time the corporation was merged
          into or
          consolidated with the Subsidiary;
  (d)  and
          Debt incurred in connection with borrowings from the Company or any wholly-owned
          subsidiary of the Company;
  (e)  any
          other Debt (whether or not secured), provided that the sum of (i) the aggregate
          principal amount of the Debt of the Company and any Subsidiary issued pursuant
          to clause (l) of the definition of Permitted Liens, plus (ii) the aggregate
          principal amount of Debt of Subsidiaries issued pursuant to this clause
          (e),
          does not exceed 10% of the total assets of the Company and its consolidated
          Subsidiaries as shown on the Company’s most recent quarterly audited or
          unaudited consolidated balance sheet; and provided further that in so
          calculating the total amount of Debt for purposes of this clause (e), no
          Debt
          (whether or not secured) shall be counted more than once; and
  (f)  any
          Debt incurred in connection with extending, renewing, replacing or refinancing,
          in whole or in part, the Debt described in the foregoing clauses (a) through
          (e), to the extent of the principal amount of the Debt so extended, renewed,
          replaced or refinanced.
  In
          determining whether any Debt is Permitted Subsidiary Debt, the Company
          may rely
          on one or more of clauses (a) through (f) of this definition of Permitted
          Subsidiary Debt with respect to such Debt.
  19.
                The
                    Eligible Obligations with respect to the Notes shall be Government
                    Obligations.
   11
  
  20.
                Notwithstanding
                    the provisions of the first paragraph of Section 404 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.
  21.
                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.
  22.
                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.
  23.
                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.
  24.
                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.
  25.
                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.
  
  IN
                    WITNESS WHEREOF, I have executed this Officer’s Certificate this
                    16thday of March, 2007.
  By:
                /s/
                    Stanley J. SzlauderbachName:
                Stanley
                    J. SzlauderbachTitle:
                Senior
                    Vice President and Controller
 
  12
 
    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 ENERGY COMPANY LLC (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
          ENERGY COMPANY LLC
  FLOATING
          RATE SENIOR NOTE DUE 2008
  TXU
          ENERGY COMPANY LLC, a limited liability company duly organized and existing
          under the laws of the State of Delaware (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 March 1, 2003 (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 0.5%, 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,
                    or 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.
  ·
                0.25%,
                    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.
  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 any incorporator, shareholder, member,
          limited partner, officer, manager or director, as such, past, present or
          future
          of the Company or of any predecessor or successor of the Company (either
          directly or through the Company or a predecessor or successor of the Company),
          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 no personal liability whatsoever shall
          attach
          to, or be incurred by, any incorporator, shareholder, member, limited partner,
          officer, manager or director, past, present or future, of the Company or
          of any
          predecessor or successor of the Company, either directly or indirectly
          through
          the Company or any predecessor or successor of the Company, because of
          the
          indebtedness hereby authorized or under or by reason of any of the obligations,
          covenants or agreements contained in the Indenture or in any of the Securities
          or to be implied therefrom or herefrom, 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.
  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.
   A-9
  IN
          WITNESS WHEREOF, the Company has caused this instrument to be duly
          executed.
  TXU
                    ENERGY COMPANY LLCBy:
 
  [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
          ENERGY COMPANY LLC**
   **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.