Common use of Representations and Warranties of the Offerors Clause in Contracts

Representations and Warranties of the Offerors. The Offerors ---------------------------------------------- represent and warrant to the several Underwriters that: (a) The Company, TXU Capital III and TXU Capital IV have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 on , 2000 (Registration Nos. 333- , 333- -01 and 333- -02) for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of $275,000,000 aggregate amount of (i) the Company's Preference Stock, $25 par value, (ii) the Company's unsecured debt securities ("Debt Securities") and (iii) the preferred trust securities (the "Trust Securities") of the TXU Capital III and TXU Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of Trust Securities. Such registration statement ("Registration Statement No. 333- ") was declared effective by the Commission on , 2000. In addition, the Company, TXU Capital II, TXU Capital III and TXU Capital IV have filed with the Commission a registration statement on Form S-3 on May 25, 1999 (Registration Nos. 333-79221, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-79221-03) for the registration of $510,000,000 aggregate amount of (i) the Company's Preference Stock, $25 par value, (ii) the Company's Debt Securities and (iii) Trust Securities of TXU Capital II, TXU Capital III and TXU Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of such Trust Securities, of which all but $60,000,000 aggregate amount of such securities have been previously issued. Such registration statement ("Registration Statement No. 333-79221") was declared effective by the Commission on June 9, 1999. In addition, the Company and TXU Capital I have filed with the Commission a registration statement on Form S-3 on December 10, 1998 (Registration Nos. 333-68663 and 333-68663-01) for the registration of $400,000,000 aggregate amount of (i) the Company's Debt Securities and (ii) certain Trust Securities of TXU Capital I and related securities of the Company, of which

Representations and Warranties of the Offerors. The Offerors ---------------------------------------------- represent and warrant to the several Underwriters that: (a) The Company, TXU Capital III and TXU Capital IV have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 on , 2000 (Registration Nos. 333- , 333- -01 and 333- -02) for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of $275,000,000 __________ aggregate amount of (i) the Company's Common Stock, without par value, and related Preference Stock purchase rights, (ii) the Company's Preference Stock, $25 par value, (iiiii) the Company's unsecured debt securities ("Debt Securities"), (iv) contracts to purchase shares of Common Stock ("Stock Purchase Contracts"), (v) stock purchase units, each representing ownership of a Stock Purchase Contract and Debt Securities or obligations of third parties ("Stock Purchase Units") and (iiivi) the preferred trust securities (the "Trust Securities") of the TXU Capital III and TXU Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of Trust Securities. Such registration statement ("Registration Statement No. 333- ") was declared effective by the Commission on , 20002001. In additionReferences herein to the term "Registration Statement" as of any date shall be deemed to refer to Registration Statement No. 333- , as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 ("Incorporated Documents"); provided that if the Company files a registration statement with the Commission pursuant to Section 462(b) of the Securities Act Regulations (the "Rule 462(b) Registration Statement"), then after such filing, all references to "Registration Statement" shall be deemed to include the Rule 462(b) Registration Statement. References herein to the term "Prospectus" as of any given date shall be deemed to refer to the prospectus, including any preliminary prospectus, relating to the securities registered under the Registration Statement which prospectus forms a part of the Registration Statement, as amended or supplemented as of such date (other than by amendments or supplements relating to securities other than the Preferred Trust Securities), including all Incorporated Documents as of such date and including any prospectus supplement relating to the Preferred Trust Securities. References herein to the term "Effective Date" shall be deemed to refer to the later of the time and date the Registration Statement, any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement was declared effective or the time and date of the filing thereafter of the Company's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date, TXU Capital IIas hereinafter defined. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus on or after the date of this Agreement and prior to the Closing Date, TXU Capital III and TXU Capital IV have as hereinafter defined, without prior notice to the Underwriters, or to which Pillsbury Winthrop LLP ("Counsel for the Underwriters") shall reasonably object in writing. For the purposes of this Agreement, any Incorporated Document filed with the Commission a registration statement on Form S-3 on May 25or after the date of this Agreement and prior to the Closing Date, 1999 (Registration Nos. 333-79221as hereinafter defined, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-79221-03) for shall be deemed an amendment or supplement to the registration of $510,000,000 aggregate amount of (i) the Company's Preference Stock, $25 par value, (ii) the Company's Debt Securities and (iii) Trust Securities of TXU Capital II, TXU Capital III and TXU Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of such Trust Securities, of which all but $60,000,000 aggregate amount of such securities have been previously issued. Such registration statement ("Registration Statement No. 333-79221") was declared effective by and the Commission on June 9, 1999. In addition, the Company and TXU Capital I have filed with the Commission a registration statement on Form S-3 on December 10, 1998 (Registration Nos. 333-68663 and 333-68663-01) for the registration of $400,000,000 aggregate amount of (i) the Company's Debt Securities and (ii) certain Trust Securities of TXU Capital I and related securities of the Company, of whichProspectus.

Representations and Warranties of the Offerors. The Offerors ---------------------------------------------- represent and warrant to the several Underwriters that: (a) The Company, TXU Electric Capital III VI, TXU Electric Capital VII and TXU Electric Capital IV VIII have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 on , 2000 2001 (Registration Nos. 333- , 333- -01 -01, 333- -02 and 333- -02-03) for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of $275,000,000 923,850,000 aggregate amount of (i) the Company's Preference Stockcumulative preferred stock, $25 without par value, (ii) depositary shares representing fractional shares in preferred stock, evidenced by depositary receipts, (iii) one or more series of the Company's first mortgage bonds, (iv) the Company's unsecured debt securities securities, ("Debt Securities") and (iiiv) the preferred trust securities (the "Trust Securities") of the TXU Electric Capital III VI, TXU Electric Capital VII and TXU Electric Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of Trust Securities. Such registration statement ("Registration Statement No. 333- ") was declared effective by the Commission on , 2000. In addition, the Company, TXU Capital II, TXU Capital III and TXU Capital IV have filed with the Commission a registration statement on Form S-3 on May 25, 1999 (Registration Nos. 333-79221, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-79221-03) for the registration of $510,000,000 aggregate amount of (i) the Company's Preference Stock, $25 par value, (ii) the Company's Debt Securities VIII and (iiivi) Trust Securities of TXU Capital II, TXU Capital III and TXU Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of such Trust Securities. Such registration statement ("Registration Statement No. 333- ") was declared effective by the Commission on , 2001. In addition, the Company has filed with the Commission a registration statement on Form S-3 on September 18, 1993 (Registration No. 33-69554), for the registration of (i) 750,000 shares of the Company's preferred stock, without par value and (ii) an indeterminate number of depositary shares, of which all but $60,000,000 aggregate amount 250,000 shares of such securities preferred stock have been previously issued. Such registration statement ("Registration Statement No. 33333-7922169554") was declared effective by the Commission on June 9October 5, 19991993. In addition, References herein to the Company term "Registration Statement" as of any date shall be deemed to refer to each of Registration Statement No. 333- and TXU Capital I have filed with the Commission a registration statement on Form S-3 on December 10, 1998 (Registration NosStatement No. 333-68663 and 333-68663-01) for the registration 69554, each as amended or supplemented to such date, including all documents incorporated by reference therein as of $400,000,000 aggregate amount such date pursuant to Item 12 of Form S-3 (i) the Company's Debt Securities and (ii) certain Trust Securities of TXU Capital I and related securities of the Company, of which"Incorporated Documents");