THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

TXU Corp. (TXU)

4/5/2006 Proxy Information

In November 2002, affiliates of CSFB Private Equity acquired $750 million of exchangeable subordinated notes of the Company’s wholly-owned subsidiary, TXU Energy Company LLC. In connection with this investment, the CSFB affiliates were given the right to designate one person for election to the Company’s Board. As a result, Michael W. Ranger, who was then a consultant to CSFB Private Equity, was appointed to the Board effective February 2003. The CSFB affiliates subsequently sold $250 million of the subordinated notes to unaffiliated third parties. The Company later exchanged the notes for 9% Class B Exchangeable Preferred Membership Interests (Class B Interests) of TXU Energy Company LLC. These Class B Interests were exchangeable for approximately 57 million shares (not adjusted to reflect the December 2005 two-for-one split of the Company’s common stock in the form of a 100% share dividend (Stock Split)) of the Company’s common stock (including approximately 38 million shares (on a pre-Stock Split basis) which could be issued to the CSFB affiliates) at an exchange price of approximately $13.12 (on a pre-Stock Split basis). The CSFB affiliates had the right, subject to certain limitations, to sell the stock they acquired upon exchange. One of the restructuring initiatives undertaken by the Company during 2004 involved an effort to purchase the outstanding Class B Interests in order to avoid potential future dilution to holders of the Company’s common stock and to eliminate the cost of the 9% cash distributions payable on the Class B Interests. In connection with his role as a consultant to CSFB Private Equity, Mr. Ranger had the opportunity to invest approximately $7.6 million in the CSFB affiliates that owned the Class B interests. Upon the sale of the Class B Interests to the Company, Mr. Ranger received aggregate proceeds of approximately $30.8 million from his investment and his consulting arrangements with CSFB Private Equity. Mr. Ranger did not participate in any Board or Committee deliberations or votes relating to the Company’s purchase of the Class B Interests. Following the disposition of the CSFB Private Equity investment, due to his experience and expertise in the energy industry, the Board requested and Mr. Ranger agreed, to continue to serve as a director of the Company.

4/1/2005 Proxy Information

Mr. Bonham owns notes of TXU Acquisitions Limited with a face value of £420,000, which were acquired by him as a shareholder of The Energy Group plc when it was acquired by the Company. TXU Acquisitions Limited is an entity involved in the TXU Europe administration settlement. As owner of these notes, Mr. Bonham is a creditor of TXU Acquisitions Limited and has an interest in the settlement. It is currently anticipated that Mr. Bonham will receive less than the principal of these notes as a part of this settlement. Mr. Bonham recused himself from the discussions at which final terms of the settlement of TXU Europe claims were approved.

In November 2002, affiliates of CSFB Private Equity acquired $750 million of exchangeable subordinated notes of the Company’s wholly-owned subsidiary, TXU Energy Company LLC. These notes were later exchanged for 9% Class B Exchangeable Preferred Membership Interests (“Class B Interests”) of TXU Energy Company LLC. The CSFB affiliates subsequently sold $250 million of the Class B Interests to unaffiliated third parties. These Class B Interests were exchangeable for shares of the Company’s common stock at an exchange price of approximately $13.12. In connection with this investment, the CSFB affiliates were given the right to designate one person for election to the Company’s Board. As a result, Michael W. Ranger, who was then a consultant to CSFB Private Equity, was appointed to the Board.

At the beginning of 2004, Class B Interests were exchangeable for approximately 57 million shares of Company common stock (including approximately 38 million shares which could be issued to the CSFB affiliates). The CSFB affiliates had the right, subject to certain limitations, to sell the stock they acquired upon exchange. One of the restructuring initiatives undertaken by the Company during 2004 involved an effort to purchase the outstanding Class B Interests in order to avoid potential future dilution to holders of the Company’s common stock and to eliminate the cost of the 9% cash distributions payable on the Class B Interests.

On April 26, 2004, after negotiations with the CSFB affiliates and other holders of the Class B Interests, the Company purchased all of the outstanding Class B Interests. The aggregate purchase price paid by the Company in this transaction to the CSFB affiliates was approximately $1.2 billion, or approximately $32.25 per share of common stock for which the Class B Interests could be exchanged.

In connection with his role as a consultant to CSFB Private Equity, Mr. Ranger had the opportunity to invest approximately $7.6 million in the CSFB affiliates that owned the Class B interests. Upon the sale of the Class B Interests to the Company, Mr. Ranger received aggregate proceeds of approximately $30.8 million from his investment and his consulting arrangements with CSFB Private Equity. Mr. Ranger did not participate in any Board or Committee deliberations or votes relating to the Company’s purchase of the Class B Interests. Following the disposition of the CSFB Private Equity investment, due to his experience and expertise in the energy industry, the Board requested and Mr. Ranger agreed, to continue to serve as a director of the Company

4/5/2004 Proxy Information

In addition to the retainers and fees described herein, Mr. Laday provided consulting services to the Company under an agreement which provided for a monthly retainer of $7,200 as well as reimbursement of certain travel expenses. Mr. Laday was paid $28,800 during 2003 under this agreement which expired on May 31, 2003.

4/4/2003 Proxy Information

In lieu of the retainers and fees paid to other non-officer directors as described herein, Mr. Bonham received annual compensation from the Company in the amount of £100,000 (approximately $160,970 based on 2002 year-end foreign exchange rates), under the terms of an agreement which also provides for administrative support, transportation expenses and health insurance. This agreement may be terminated at any time by either party upon three-months' notice.

In addition to the retainers and fees described herein, Mr. Laday provides consulting services to the Company under an agreement which provides for a monthly retainer of $7,200 as well as reimbursement of certain travel expenses. Prior to July 1, 2002, Mr. Laday's monthly retainer was $12,000. The agreement may be terminated at any time by either party upon 60-days' written notice. Mr. Laday was paid $110,400 during 2002 under this agreement.