INDEMNIFICATION AGREEMENT

Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Agreement, effective as of              , 200        is between TXU Corp., a Texas corporation (the “Company”), and                      (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors, the most capable persons available; and

WHEREAS, the Indemnitee is a director of the Company; and

WHEREAS, in recognition of the Indemnitee’s need for protection against personal liability in various circumstances in order to maintain the Indemnitee’s continued service to the Company in an effective manner and to provide the Indemnitee with specific contractual assurance that such protection will be available as an inducement to the Indemnitee to continue to render service to the Company, the Company desires to provide for the indemnification and advancement of expenses to the Indemnitee to the extent set forth in this Agreement; and

WHEREAS, this Agreement is being issued pursuant to the terms of Section 22 of the Bylaws of the Company, the provisions of which have been approved by the shareholders of the Company in accordance with, and therefore the terms of this Agreement are in conformity with, Article 2.02-1(R) of the Texas Business Corporation Act, and this Agreement is being issued pursuant to a resolution of the Board of Directors of the Company implementing the provisions of said Section 22.

WHEREAS, any and all prior agreements, understandings and assurances between the parties hereto relating to the matters set forth herein are hereby renewed, extended and confirmed, except to the extent inconsistent herewith, it being understood and agreed that this Agreement is supplementary thereto.

Now, therefore, in consideration of the covenants contained herein and of the Indemnitee’s good and valuable service to the Company or, at its request, to other entities within its system, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

(a) Claim . A Claim shall include any threatened, pending or completed action, suit or proceeding, whether civil, criminal, governmental, administrative, arbitration, dispute resolution or other involving a private entity or otherwise, whether formal or informal, and, without limitation arising out of or relating to any acts, omissions, facts or circumstances past, present or future, including without limitation any acts, omissions, facts or circumstances that have arisen or occurred since the inception of the Indemnitee’s service in any capacity with the Company, any predecessor entity and any affiliated entity of either, (including without limitation securities laws actions, suits and proceedings, any crossclaim or counterclaim in any action, suit or proceeding and any derivative suit or similar or other claim by or in the right of the Company), and any appeal thereof, or any inquiry or investigation that the Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding.

(b) Expenses . Expenses shall include all costs, liabilities, damages (including, without limitation, punitive, exemplary and the multiplied portion of any damages), expenses (such as attorneys’ fees, including any retainer, court and transcript costs, appeal, attachment or similar bond costs and fees for expert witnesses, private investigators and other experts and

professional advisors, and any related costs or disbursements) and obligations paid or incurred in connection with investigating, defending, being a witness or participating in, or preparing to defend, be a witness or participate in, any Claim relating to any Indemnifiable Event, and any and all judgments, payments, fines (including any excise tax assessed with respect to an employee benefit plan), penalties, awards and settlement amounts (including any judgments, fines, penalties or other sums paid in settlement) paid in connection therewith, together with interest, computed at the Company’s average cost of funds for short-term borrowings, accrued from the thirtieth day after the date of incurrence of such expense to the date the Indemnitee receives reimbursement therefor.

(c) Indemnifiable Event . An Indemnifiable Event shall include any event, occurrence or circumstance related to the fact that the Indemnitee is or was a director of the Company or any predecessor entity, or is or was serving at the request or for the convenience or benefit of the Company or any predecessor entity as a director, officer, partner, manager, employee, trustee, agent or fiduciary of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity, or by reason of anything done or not done by the Indemnitee in any such capacity. Without limitation of any indemnification provided hereunder, an Indemnitee serving (i) another corporation, limited liability company, partnership, joint venture or trust or other entity of which 10% or more of the voting power or residual economic interest is held, directly or indirectly, by the Company, or (ii) any employee benefit plan of the Company or other such entity in any capacity shall be deemed to be doing so at the request and for the convenience and benefit of the Company.

(d) Reviewing Party . A Reviewing Party shall be (i) the directors of the Company who are not parties to the particular Claim with respect to which the Indemnitee is seeking

indemnification even though less than a quorum, (ii) a committee of directors of the Company not party to the Claim designated by the directors of the Company not party to the Claim or (iii) if such disinterested directors so direct, Independent Counsel or any other person or body selected by a quorum of disinterested directors who is not a party to the particular Claim for which the Indemnitee is seeking indemnification. If a Change in Control has occurred, the Reviewing Party shall be an Independent Counsel. Independent Counsel shall mean a law firm or member thereof that within the last three years has not been retained to represent either the Company or the Indemnitee in a matter material to either party.

ARTICLE II.

AGREEMENT TO INDEMNIFY

(a) In the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to or has a reasonable belief that it may be made a party to or witness or other participant in, a Claim by reason or arising out of an Indemnifiable Event, the Company shall indemnify the Indemnitee as soon as practicable, but in any event not later than 60 days after written demand is presented to the Company, for any and all Expenses paid or incurred by the Indemnitee in connection therewith. If the Indemnitee is entitled to indemnification by the Company for some or a portion of the Expenses in connection with a Claim, issue or matter relating thereto, but not all of the amount thereof, the Company shall indemnify the Indemnitee for the portion to which the Indemnitee is entitled. Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a final judgment of a court of competent jurisdiction adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith, were the result of active and deliberate dishonesty or that the Indemnitee personally

gained a financial profit to which the Indemnitee was not legally entitled. The Indemnitee shall provide prompt written notice to the Company of any Claim in connection with which the Indemnitee may assert a right to be Indemnified hereunder; provided, however, that the failure of the Indemnitee to provide such notice shall not affect the Indemnitee’s rights hereunder except to the extent the Company shall have been materially prejudiced as a direct result thereof.

(b) The obligations of the Company under paragraph (a) of this Article shall be subject to the condition that the Reviewing Party shall have authorized such indemnification in the specific case by having determined that the Indemnitee is permitted to be indemnified under the applicable provisions set forth in such paragraph (a). The Company agrees to use its best efforts to facilitate a prompt determination by the Reviewing Party with respect to the Claim. In connection therewith, the Indemnitee shall be afforded the opportunity to make submissions to the Reviewing Party with respect to the Claim. If there has been no determination by the Reviewing Party within the time period specified in paragraph (a) of this Article, or if the Reviewing Party determines that the Indemnitee is not permitted to be indemnified hereunder, the Indemnitee shall have the right to commence litigation in any court in the Northern District of Texas having subject matter jurisdiction thereof seeking a determination by the court of the Indemnitee’s right to indemnification or challenging any such determination by the Reviewing Party; and the Company hereby consents to service of process and to appear in any such proceeding, and agrees that a final determination in any such proceeding shall be conclusive and binding on it. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. All costs and expenses (including, without limitation, attorneys fees and disbursements) in connection with the Reviewing Party’s review and any litigation relating thereto shall be borne by the Company, unless it is determined in any

such litigation with respect to litigation costs that the Indemnitee’s suit was frivolous. Pending a final determination hereunder, the Company, upon the written request of the Indemnitee, shall take all such action as may be necessary or appropriate (including, without limitation, the posting of any surety, appeal or other bonds) to stay or prevent any execution, enforcement or collection of any judgments, penalties, fines or other amounts for which the Indemnitee may be liable and for which the Indemnitee has requested indemnification hereunder or under the Company’s Articles of Incorporation, Bylaws or the applicable laws of the State of Texas.

ARTICLE III.

ADVANCEMENT OF EXPENSES

If so requested by the Indemnitee, the Company shall advance (within 10 days of such request) any and all Expenses to the Indemnitee (an “Expense Advance”) in connection with a Claim relating to an Indemnifiable Event. Expense Advances shall be paid by the Company in advance of the final disposition of the Claim; provided, however, payment shall be made to or on behalf of the Indemnitee only upon delivery to the Company a written undertaking (which need not be secured), by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined in accordance with Article II hereof that the Indemnitee is not entitled to be indemnified pursuant to the provisions hereof. Accordingly, the obligation of the Company with respect to an Expense Advance pursuant hereto shall be subject to the condition that, if and to the extent that it is determined pursuant to Article II hereof that the Indemnitee is not permitted to be so indemnified hereunder, the