AMENDMENT TO EMPLOYMENT AGREEMENT

                                                                  Exhibit 10(c)



                                    AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

         This  Amendment to Employment Agreement is entered into effective as of
the 28th day of February, 2003, by and between TXU Corp., a Texas  corporation
(the "Company"),  and Xxxxxxx X. XxXxxxx,  an individual ("Employee")

         WHEREAS,  the Company and Employee entered into that certain Employment
Agreement dated as of July 1, 2000,  as amended pursuant to that certain
Amendment to Employment Agreement dated as of May 11, 2001("Employment
Agreement); and

         WHEREAS,  the parties now desire to amend the Employment Agreement to
extend the Term thereof such that the Term shall expire on the third anniversary
of the effective date of this Amendment to Employment Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements set forth
herein and in the Employment Agreement and for other good and valuable
consideration,  the  receipt and  sufficiency  of which are hereby acknowledged,
the parties hereby agree as follows:

         1.       Extension  of Term.  Section 2 of the  Employment Agreement
                  is hereby  amended by replacing the date "June 30, 2004" with
                  the date "the third anniversary of the effective date of the
                  Amendment to Employment Agreement dated in February  2003,"
                  and, as amended,  said Section 2 shall be and read in full as
                  follows:

                            "2.  Term:  This Employment Agreement shall commence
                            as of the date first set forth above and, unless
                            terminated earlier pursuant to the provisions
                            hereof, shall expire on the third anniversary of the
                            effective date of the Amendment to Employment
                            Agreement dated in February 2003 ("Term:).

         2.       Continued  Effectiveness of Employment  Agreement.  Except as
                  expressly amended hereby, the Employment Agreement shall
                  remain in full force and effect.

         3.       Governing  Law. This Amendment shall be governed by and
                  construed in accordance with the laws of the State of Texas.

         Executed effective as of the 28th day of February, 2003.

TXU CORP.                                        EMPLOYEE:



By:/s/ Xxxx Xxx                                   /s/ Xxxxxxx X. XxXxxxx
-------------------------------                  ------------------------------
Xxxx Xxx, Chairman of the Board                  Xxxxxxx X. XxXxxxx
and Chief Executive

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