Exhibit 3.1

AMENDMENT TO RIGHTS AGREEMENT

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), is dated as of November 18, 2005, between TXU Corp. (the “Company”), and The Bank of New York (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of February 19, 1999 (the “Rights Agreement”); and

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent desire to further amend the Rights Agreement as set forth below;

NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

1. Amendment of Section 7.

Section 7 of the Rights Agreement is amended by deleting clause (a)(i) thereof and replacing it with:

(i) the close of business on November 18, 2005 (the “Final Expiration Date”), or

2. Effectiveness.

This Amendment shall be deemed effective as of November 18, 2005 as if executed by both parties hereto on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

3. Miscellaneous.

This Amendment shall be deemed to be a contract made under the laws of the State of Texas and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

TXU CORP.
By:	/s/ Kim K. W. Rucker
Name:	Kim K. W. Rucker
Title:	Secretary
THE BANK OF NEW YORK
By:	/s/ Sandra L. Moore
Name:	Sandra L. Moore
Title:	Vice President