SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PETERSON ERIC H

(Last) (First) (Middle)
1601 BRYAN STREET

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TXU CORP /TX/ [ TXU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2006 02/07/2006 S 1,979(1) D $50.51 237,477(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Units(3) (4) (5) (5) Common Stock 23,402 23,402(2) I By Trustee
Deferred Stock Units(6) (7) (8) (8) Common Stock 2,240 2,240(2) D
Explanation of Responses:
1. Shares sold to issuer to fund income tax payable by reporting person with respect to shares distributed in 2005 under the terms of the Company's Long-Term Incentive Compensation Plan (LTICP).
2. Since the filer's last report, a two-for-one stock split in the form of a 100% share dividend occurred on December 8, 2005, resulting in an adjustment to the totals previously reported.
3. Represents derivative securities, exercisable only in cash, pursuant to the terms of the TXU Deferred and Incentive Compensation Plan (DICP).
4. 1-for-1, exercisable only in cash.
5. In accordance with the terms of the DICP, five years from the beginning of the plan year.
6. Represents deferral of vested LTICP awards in excess of target pursuant to the terms of the LTICP.
7. 1-for-1, payable only in common stock.
8. Distributable in accordance with the terms of the LTICP and IRS Code 162(m) regulations.
Remarks:
Eric H. Peterson, by Diane J. Kubin, Attorney-in-fact 02/09/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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