EX-4.9



 Exhibit 4.9 

ONCOR ELECTRIC DELIVERY COMPANY 

OFFICER’S CERTIFICATE 
 1-D-1

 ESTABLISHING THE FORM AND CERTAIN TERMS OF THE 5% DEBENTURES DUE 2007 

AND THE 7% DEBENTURES DUE 2022. 

The undersigned, Kirk R. Oliver, Treasurer and Assistant Secretary of Uncork Electric Delivery Company (the “Company”), (all
capitalized terms used herein which are not defined herein but are defined in the Indenture referred to below, shall have the meanings specified in the Indenture), pursuant to a Board Resolution dated July 8, 2002 and Sections 201 and 301 of
the Indenture, does hereby certify to The Bank of New York (the “Trustee”), as Trustee under the Indenture (For Unsecured Debt Securities) of the Company dated as of August 1, 2002 (as heretofore supplemented, the
“Indenture”) that: 
  

	1.	The Securities of the first series to be issued under the Indenture (the “2007 Debentures”) shall be initially issued in a series designated “5% Debentures due 2007” and the Securities of the second
series to be issued under the Indenture (the “2022 Debentures,” and together with the 2007 Debentures, the “Debentures”) shall be initially issued in a series designated “7% Debentures due 2022”; the 2007 Debentures
shall be in substantially the form set forth in Exhibit A hereto, and the 2022 Debentures shall be in substantially the form set forth in Exhibit B hereto; 

  

	2.	The 2007 Debentures shall mature and the principal shall be due and payable together with all accrued and unpaid interest thereon on September 1, 2007, and the 2022 Debentures shall mature and the principal shall
be due and payable together with all accrued and unpaid interest thereon on September 1, 2022, and the Company shall not have any right to extend the Maturity of the Debentures as contemplated in Section 301(d) of the Indenture;


  

	3.	The Debentures shall bear interest as provided in the applicable form thereof set forth in Exhibits A and B hereto; the Interest Payment Dates for the Debentures shall be March 1 and September 1 of each year,
commencing March 1, 2003; 

  

	4.	Each installment of interest on a Debenture shall be payable as provided in the applicable form thereof set forth in Exhibits A and B hereto; the Company shall not have any right to extend any interest payment periods
for the Debentures as contemplated in Section 301(e) of the Indenture; 

  

	5.	The principal of, premium, if any, and each installment of interest on the Debentures shall be payable and registration of transfers and exchanges in respect of the Debentures may be effected, at the office or agency of
the Company in The City of New York; and notices and demands to or upon the Company in respect of the Debentures may be served at the office or agency of the Company in The City of New York; the Corporate Trust Office of the Trustee will initially
be the agency of the Company for such payment, registration and registration of transfers and exchanges and service of notices and demands, and the Company hereby appoints the Trustee as its agent for all such purposes; and the Trustee will
initially be the Security Registrar and the Paying Agent for the Debentures; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such office or agency and such agent. 


 

	6.	The Regular Record Dates for the interest payable on any given Interest Payment Date shall be February 15 for the March 1 Interest Payment Date and August 15 for the September 1 Interest Payment
Date; 









	7.	The Debentures of each series are subject to redemption as provided in the forms thereof set forth in Exhibits A and B hereto; 

  

	8.	The Debentures of each series are “Benefitted Securities” and shall have the benefit of the covenant of the Company contained in Section 707 of the Indenture; 


 

	9.	No service charge shall be made for the registration of transfer or exchange of the Debentures; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with the exchange or transfer; 

  

	10.	The Debentures shall be initially issued in global form registered in the name of Cede & Co. (as depository for The Depository Trust Company (“DTC”); provided, that the Company reserves the right to
provide for another depository, registered as a clearing agency under the Exchange Act, to act as depository for the global Debentures (DTC and any such successor depository, the “Depository”); beneficial interests in Debentures issued in
global form may not be exchanged in whole or in part for individual certificated Debentures in definitive form, and no transfer of a global Debenture in whole or in part may be registered in the name of any Person other than the Depository or its
nominee except that (i) if the Depository (A) has notified the Company that it is unwilling or unable to continue as depository for the global Debentures or (B) has ceased to be a clearing agency registered under the Exchange Act and,
in either case, a successor depository for such global Debentures has not been appointed, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debentures, will authenticate and
deliver Debentures in definitive certificated form in an aggregate principal amount equal to the principal amount of the global Debentures representing such Debentures in exchange for such global Debentures, such definitive Debentures to be
registered in the names provided by the Depository; each global Debenture (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Debentures to be represented by such global Debenture
(ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository, its nominee, any custodian for the Depository or otherwise pursuant to the Depository’s instruction and
(iv) shall bear a legend restricting the transfer of such global Debenture to any person other than the Depository or its nominee; none of the Company, the Trustee, any Paying Agent or any Authenticating Agent will have any responsibility or
liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; the
Debentures in global form will contain restrictions on transfer, substantially as described in the forms set forth in Exhibits A and B hereto; 

  

	11.	The Debentures will be initially issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Each Debenture, whether in a global form or in a certificated form, shall
bear the non-registration legend and the registration rights legend in substantially the form set forth in such form, unless otherwise agreed by the Company, such agreement to be confirmed in writing to the Trustee. Nothing in the Indenture, the
Debentures or this certificate shall be construed to require the Company to register any Debentures under the Securities Act, unless otherwise expressly agreed by the Company, confirmed in writing to the Trustee, or to make any transfer of such
Debentures in violation of applicable law. The Company will enter into a registration rights agreement with the initial purchasers of the Debentures pursuant to which, among other things, the Debentures may be exchanged for debentures registered
under the Securities Act. The debentures registered under the Securities Act shall be in substantially the form of Exhibit A, with respect to the 2007 Debentures, and Exhibit B, with respect to the 2022 Debentures, but in each case, without the
non-registration legend, the registration rights legend and the Certificate of Transfer. The Trustee, at the request of the Company, shall authenticate and deliver debentures registered under the Securities Act in exchange for an equal principal
amount of Debentures of such series that are not registered; 


  
 2 









	12.	It is contemplated that beneficial interests in Debentures owned by qualified institutional buyers (as defined in Rule 144A under the Securities Act) (“QIBs”) or sold to QIBs in reliance upon Rule 144A under
the Securities Act will be represented by one or more separate certificates in global form registered in the name of Cede & Co., as registered owner and as nominee for DTC; beneficial interests in Debentures sold to foreign purchasers
pursuant to Regulation S under the Securities Act will be evidenced by one or more separate certificates in global form (each a “Regulation S Global Certificate”) and will be registered in the name of Cede & Co., as registered
owner and as nominee for DTC for the accounts of Euroclear and Cedel Bank; prior to the 40th day after the date of initial issuance of the Debentures, beneficial interests in a Regulation S Global Certificate may be held only through Euroclear or
Cedel Bank; 

 In connection with any transfer of Debentures, the Trustee, the Security Registrar and the Company shall be
under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the certificates and other information (in the forms attached hereto as Exhibits A and B, for use in connection with the
transfer of the Debentures in certificated form, or Exhibit C, for use in connection with the transfer of beneficial interests in one certificate in global form to another certificate or to a Debenture in certificated form, or otherwise) received
from the Holders and any transferees of any Debentures regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Debenture and any other facts and circumstances related to such
transfer; 
  

	13.	The Trustee, the Security Registrar and the Company will have no responsibility under the Indenture for transfers of beneficial interests in the Debentures, for any depository records of beneficial interests or for any
transactions between the Depository and beneficial owners; 

  

	14.	If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Debentures, or any portion of the principal amount thereof, as contemplated by Section 801 of the Indenture, the
Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 801 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:


 (A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such
Debentures, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of
Section 801), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due
and to become due on such Debentures or portions thereof, all in accordance with and subject to the provisions of said Section 801; provided, however, that such instrument may state that the obligation of the Company to make additional deposits
as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the
calculation thereof; or 
 (B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this
certificate, the Holders of such Debentures, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s
indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. 

  
 3 









	15.	The Eligible Obligations with respect to the Debentures of each series shall be Government Obligations. 

  

	16.	The 2007 Debentures shall have such other terms and provisions as are provided in the form set forth in Exhibit A hereto and the 2022 Debentures shall have such other terms and provisions as are provided in the form set
forth in Exhibit B hereto; 

  

	17.	No Event of Default under the Indenture has occurred or is occurring; 

  

	18.	The undersigned has read all of the covenants and conditions contained in the Indenture relating to the issuance of the Debentures and the definitions in the Indenture relating thereto and in respect of compliance with
which this certificate is made; 

  

	19.	The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers and
employees of the Company familiar with the matters set forth herein; 

  

	20.	In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with;
and 

  

	21.	In the opinion of the undersigned, such conditions and covenants, and conditions precedent, if any, provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent)
relating to the authentication and delivery of the Debentures requested in the accompanying Company Order have been complied with. 


  
 4 








 IN WITNESS WHEREOF, I have executed this Officer’s Certificate this 30th day of August,
2002. 
  

	
	 /s/ Kirk R. Oliver

	
	  
 Name: Kirk R. Oliver

	Title: Treasurer and Assistant Secretary



  
 5 








 EXHIBIT A 

[FORM OF 2007 DEBENTURE] 
 [UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ONCOR ELECTRIC DELIVERY COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 

[non-registration legend] 
 “THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED OTHER THAN (A) (1) TO THE COMPANY, (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (5) IN ACCORDANCE WITH ANOTHER
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF RULE 902 UNDER, REGULATION S UNDER THE SECURITIES ACT.” 

[registration rights legend] 
 The
Holder of this Security, by acceptance hereof, will be deemed to have agreed to be bound by the provisions of the Registration Rights Agreement dated August 30, 2002, among the Company and the initial purchasers of this Security. 

  
 6 









			
	NO.                    	  	CUSIP NO.            

 ONCOR ELECTRIC DELIVERY COMPANY 

5% DEBENTURES DUE 2 007 
 ONCOR
ELECTRIC DELIVERY COMPANY, a corporation duly organized and existing under the laws of the State of Texas (herein referred to as the “Company”, which term includes any successor Person under the Indenture referred to below), for value
received, hereby promises to pay to 
 or registered assigns, the principal sum of
                    ($            ) Dollars on September 1, 2007, and to pay
interest on said principal sum semi-annually in arrears on March 1 and September 1 of each year commencing March 1, 2003 (each an “Interest Payment Date”) at the rate of 5% per annum until the principal hereof is paid
or made available for payment. Interest on the Securities of this series will accrue from and including August 30, 2002, to and excluding the first Interest Payment Date, and thereafter will accrue from and including the last Interest Payment
Date to which interest has been paid or duly provided for. No interest will accrue on the Securities with respect to the day on which the Securities mature. In the event that any Interest Payment Date is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on
February 15 for the March 1 Interest Payment Date and on August 15 for the September 1 Interest Payment Date (each a “Regular Record Date”) immediately preceding such Interest Payment Date, except that interest payable
at Maturity will be payable to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to herein. 

Payment of the principal of (and premium, if any) and interest at Maturity on this Security shall be made upon presentation of this Security
at the office or agency of the Company maintained for that purpose in The City of New York, in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, interest on this Security (other than interest payable at Maturity) may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the
Security Register, and provided, further, that if such person is a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such person. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the
Officer’s Certificate establishing the terms of the Securities of this series. 
 This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities) dated as of August 1, 2002 (herein, together with any amendments or
supplements thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the 

  
 7 








 
Company and The Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture,
Board Resolutions and Officer’s Certificate creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder thereof to all of the terms and provisions
of the Indenture. This Security is one of the series designated on the face hereof. 
 This Security is subject to redemption at the
election of the Company, in whole at any time or in part from time to time, at a redemption price as calculated by the Company equal to the greater of: 
  

	 	•	 	100% of the principal amount of the Debentures of this series being redeemed, or 

  

	 	•	 	the sum of the present values of the remaining scheduled payments of principal and interest (excluding the portion of any such interest accrued to the redemption date) on the Debentures of this series being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, 


plus, in each case, accrued interest on those Debentures of this series to the redemption date. 

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Debentures. 
 “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the H. 15 Daily Update of
the Federal Reserve Bank or (ii) if such release (or any successor release) is not published or does not contain prices on such business day, the Reference Treasury Dealer Quotation actually obtained by the Trustee for such redemption date.

 “H.15(519)” means the weekly statistical release entitled “H.15 (519) Selected Interest Rates”, or any successor
publication, published by the Board of Governors of the Federal Reserve System. 
 “H.15 Daily Update” means the daily update of
H.15(519) available through the worldwide website of the Board of Governors of the Federal Reserve System or any successor site or publication. 

“Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company. 

“Reference Treasury Dealer” means Barclays Capital Inc., and its successors; provided, however, that if the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the 

  
 8 








 
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5: 00 p.m. on the third business
day preceding such redemption date. 
 Notice of redemption (other than at the option of the Holder) shall be given by mail to Holders of
Securities, not less than 30 days prior to the date fixed for redemption, all as provided in the Indenture. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such redemption shall be
conditional upon the receipt by the applicable Paying Agent or Agents of money sufficient to pay the principal of and premium, if any, and interest, if any, on this Security on or prior to the date fixed for such redemption; a notice of redemption
so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Security. 

In the event of redemption of this Security in part only, a new Security or Securities of this series of like tenor representing the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time
Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a
direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

  
 9 








 No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein and herein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

The Company shall not be required to execute and the Security Registrar shall not be required to register the transfer of or exchange of
(a) Securities of this series during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities of this series called for redemption or (b) any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed in part. The Company shall not be required to make transfers or exchanges of the Securities of this series for a period of 15 days next preceding an Interest Payment
Date. 
 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered
as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the
Securities Act and that the Securities of this series may not be offered or sold except as permitted in the following sentence. Each Holder shall be deemed to agree, on its own behalf and on behalf of any accounts for which it is acting as
hereinafter stated, that if such Holder sells any Securities of this series, such Holder will do so only (A) to the Company, (B) to a person whom it reasonably believes is a “qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
transaction in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), (E) in accordance with another applicable
exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel acceptable to the Company), or (F) pursuant to an effective registration statement under the Securities Act, and each Holder is further
deemed to agree to provide to any person purchasing any of the Securities of this series from it a notice advising such purchaser that resales of the Securities of this series are restricted as stated herein. 

Each Holder shall be deemed to understand that, on any proposed resale of any Securities of this series pursuant to the exemption from
registration under Rule 144 under the Securities Act, any Holder making any such proposed resale will be required to furnish to the Trustee and Company such certifications, legal opinions and other information as the Trustee and Company may
reasonably require to confirm that the proposed sale complies with the foregoing restrictions. 
 This Security shall be governed by and
construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act shall be
applicable and except to the extent that the laws of the State of Texas shall mandatorily govern. 

  
 10 








 As provided in the Indenture, no recourse shall be had for the payment of the principal of or
premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture,
against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, member, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either
directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and
understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the
Indenture and the issuance of the Securities. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred
to herein by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 11 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	ONCOR ELECTRIC DELIVERY COMPANY
		
	By:	 	  

		 	Treasurer and Assistant Secretary



  
 12 








 [FORM OF CERTIFICATE OF AUTHENTICATION] 

CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	the BANK OF NEW YORK, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 13 








 [CERTIFICATE OF TRANSFER] 

5% DEBENTURES DUE 2 007 
 FOR
VALUE RECEIVED, the undersigned sells, assigns and transfers unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER 

IDENTIFYING NUMBER OF ASSIGNEE 
 Name and address
of assignee must be printed or typewritten. 
 the within Security of the Company and does hereby irrevocably constitute and appoint
                    to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises. 

The undersigned certifies that said Security is being resold, pledged or otherwise transferred as follows: 

(check one) 
  

	 ̈	to the Company; 

  

	 ̈	to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) purchasing for its
own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A; 


 

	 ̈	in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; 

  

	 ̈	as otherwise permitted by the non-registration legend appearing on this Security; or 

  

	 ̈	as otherwise agreed by the Company, confirmed in writing to the Trustee, as follows: [describe] 

 Dated:
                     

  
 14 








 EXHIBIT B 

[FORM OF 2 022 DEBENTURE] 
 [UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ONCOR ELECTRIC DELIVERY COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 

[non-registration legend] 
 “THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED OTHER THAN (A) (1) TO THE COMPANY, (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (5) IN ACCORDANCE WITH ANOTHER
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF RULE 902 UNDER, REGULATION S UNDER THE SECURITIES ACT.” 

[registration rights legend] 
 The
Holder of this Security, by acceptance hereof, will be deemed to have agreed to be bound by the provisions of the Registration Rights Agreement dated August 30, 2002, among the Company and the initial purchasers of this Security. 

  
 15 









			
	NO.                    	  	CUSIP NO.            

 ONCOR ELECTRIC DELIVERY COMPANY 

7% DEBENTURES DUE 2 02 2 
 ONCOR
ELECTRIC DELIVERY COMPANY, a corporation duly organized and existing under the laws of the State of Texas (herein referred to as the “Company”, which term includes any successor Person under the Indenture referred to below), for value
received, hereby promises to pay to 
 or registered assigns, the principal sum of
                    ($            ) Dollars on September 1, 2022, and to pay
interest on said principal sum semi-annually in arrears on March 1 and September 1 of each year commencing March 1, 2003 (each an “Interest Payment Date”) at the rate of 7% per annum until the principal hereof is paid
or made available for payment. Interest on the Securities of this series will accrue from and including August 30, 2002, to and excluding the first Interest Payment Date, and thereafter will accrue from and including the last Interest Payment
Date to which interest has been paid or duly provided for. No interest will accrue on the Securities with respect to the day on which the Securities mature. In the event that any Interest Payment Date is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on
February 15 for the March 1 Interest Payment Date and on August 15 for the September 1 Interest Payment Date (each a “Regular Record Date”) immediately preceding such Interest Payment Date, except that interest payable
at Maturity will be payable to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to herein. 

Payment of the principal of (and premium, if any) and interest at Maturity on this Security shall be made upon presentation of this Security
at the office or agency of the Company maintained for that purpose in The City of New York, in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, interest on this Security (other than interest payable at Maturity) may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the
Security Register, and provided, further, that if such person is a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such person. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the
Officer’s Certificate establishing the terms of the Securities of this series. 
 This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities) dated as of August 1, 2002 (herein, together with any amendments or
supplements thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the 

  
 16 








 
Company and The Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture,
Board Resolutions and Officer’s Certificate creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder thereof to all of the terms and provisions
of the Indenture. This Security is one of the series designated on the face hereof. 
 This Security is subject to redemption at the
election of the Company, in whole at any time or in part from time to time, at a redemption price as calculated by the Company equal to the greater of: 
  

	 	•	 	100% of the principal amount of the Debentures of this series being redeemed, or 

  

	 	•	 	the sum of the present values of the remaining scheduled payments of principal and interest (excluding the portion of any such interest accrued to the redemption date) on the Debentures of this series being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, 


plus, in each case, accrued interest on those Debentures of this series to the redemption date. 

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Debentures. 
 “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the H. 15 Daily Update of
the Federal Reserve Bank or (ii) if such release (or any successor release) is not published or does not contain prices on such business day, the Reference Treasury Dealer Quotation actually obtained by the Trustee for such redemption date.

 “H.15(519)” means the weekly statistical release entitled “H.15 (519) Selected Interest Rates”, or any successor
publication, published by the Board of Governors of the Federal Reserve System. 
 “H.15 Daily Update” means the daily update of
H.15(519) available through the worldwide website of the Board of Governors of the Federal Reserve System or any successor site or publication. 

“Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company. 

“Reference Treasury Dealer” means Barclays Capital Inc., and its successors; provided, however, that if the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the 

  
 17 








 
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5: 00 p.m. on the third business
day preceding such redemption date. 
 Notice of redemption (other than at the option of the Holder) shall be given by mail to Holders of
Securities, not less than 30 days prior to the date fixed for redemption, all as provided in the Indenture. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such redemption shall be
conditional upon the receipt by the applicable Paying Agent or Agents of money sufficient to pay the principal of and premium, if any, and interest, if any, on this Security on or prior to the date fixed for such redemption; a notice of redemption
so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Security. 

In the event of redemption of this Security in part only, a new Security or Securities of this series of like tenor representing the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time
Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a
direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

  
 18 








 No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein and herein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

The Company shall not be required to execute and the Security Registrar shall not be required to register the transfer of or exchange of
(a) Securities of this series during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities of this series called for redemption or (b) any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed in part. The Company shall not be required to make transfers or exchanges of the Securities of this series for a period of 15 days next preceding an Interest Payment
Date. 
 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered
as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the
Securities Act and that the Securities of this series may not be offered or sold except as permitted in the following sentence. Each Holder shall be deemed to agree, on its own behalf and on behalf of any accounts for which it is acting as
hereinafter stated, that if such Holder sells any Securities of this series, such Holder will do so only (A) to the Company, (B) to a person whom it reasonably believes is a “qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
transaction in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), (E) in accordance with another applicable
exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel acceptable to the Company), or (F) pursuant to an effective registration statement under the Securities Act, and each Holder is further
deemed to agree to provide to any person purchasing any of the Securities of this series from it a notice advising such purchaser that resales of the Securities of this series are restricted as stated herein. 

Each Holder shall be deemed to understand that, on any proposed resale of any Securities of this series pursuant to the exemption from
registration under Rule 144 under the Securities Act, any Holder making any such proposed resale will be required to furnish to the Trustee and Company such certifications, legal opinions and other information as the Trustee and Company may
reasonably require to confirm that the proposed sale complies with the foregoing restrictions. 
 This Security shall be governed by and
construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act shall be
applicable and except to the extent that the laws of the State of Texas shall mandatorily govern. 

  
 19 








 As provided in the Indenture, no recourse shall be had for the payment of the principal of or
premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture,
against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, member, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either
directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and
understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the
Indenture and the issuance of the Securities. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred
to herein by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 20 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	ONCOR ELECTRIC DELIVERY COMPANY
		
	By:	 	
		 	  



 [FORM OF CERTIFICATE OF AUTHENTICATION] 

CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	the BANK OF NEW YORK, as Trustee
		
	By:	 	
		 	  

		 	 Authorized Signatory




  
 21 








 [CERTIFICATE OF TRANSFER] 

7% DEBENTURES DUE 2022 
 FOR
VALUE RECEIVED, the undersigned sells, assigns and transfers unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER 

IDENTIFYING NUMBER OF ASSIGNEE 
 Name and address
of assignee must be printed or typewritten. 
 the within Security of the Company and does hereby irrevocably constitute and appoint
                    to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises. 

The undersigned certifies that said Security is being resold, pledged or otherwise transferred as follows: 

(check one) 
  

	 ̈	to the Company; 

  

	 ̈	to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) purchasing for its
own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A; 


 

	 ̈	in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; 

  

	 ̈	as otherwise permitted by the non-registration legend appearing on this Security; or 

  

	 ̈	as otherwise agreed by the Company, confirmed in writing to the Trustee, as follows: [describe] 

 Dated:
                     

  
 22 








 EXHIBIT C 

[CERTIFICATE OF TRANSFER] 
 ONCOR
ELECTRIC DELIVERY COMPANY 
     % DEBENTURES DUE
             
 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers
unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING
NUMBER OF ASSIGNEE 
 Name and address of assignee must be printed or typewritten. 

$             principal amount of beneficial interest in the referenced Security of the Company
and does hereby irrevocably constitute and appoint 
 to transfer the said beneficial interest in such Security, with full power of substitution in the
premises. 
 The undersigned certifies that said beneficial interest in said Security is being resold, pledged or otherwise transferred as follows: (check
one) 
  

	 ̈	to the Company; 

  

	 ̈	to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) purchasing for its
own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A; 


 

	 ̈	in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; 

  

	 ̈	as otherwise permitted by the non-registration legend appearing on this Security; or 

  

	 ̈	as otherwise agreed by the Company, confirmed in writing to the Trustee, as follows: [describe] 

 Dated:
                     
 All terms used
in this certificate which are defined in the Indenture pursuant to which said Security was issued shall have the meanings assigned to them in the Indenture. 

  
 23 








 EXHIBIT 4(c) 

[FORM OF NEW 2007 DEBENTURE] 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO ONCOR ELECTRIC DELIVERY COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 
  

			
	NO.                	  	CUSIP NO.            

 ONCOR ELECTRIC DELIVERY COMPANY 

5% EXCHANGE DEBENTURES DUE 2007 

ONCOR ELECTRIC DELIVERY COMPANY, a corporation duly organized and existing under the laws of the State of Texas (herein referred to as the
“Company”, which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to 
 or
registered assigns, the principal sum of                     ($            ) Dollars
on September 1, 2007, and to pay interest on said principal sum semi-annually in arrears on March 1 and September 1 of each year commencing March 1, 2003 (each an “Interest Payment Date”) at the rate of 5% per
annum until the principal hereof is paid or made available for payment. Interest on the Securities of this series will accrue from and including August 30, 2002, to and excluding the first Interest Payment Date, and thereafter will accrue from
and including the last Interest Payment Date to which interest has been paid or duly provided for. No interest will accrue on the Securities with respect to the day on which the Securities mature. In the event that any Interest Payment Date is not a
Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the
Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on February 15 for the March 1 Interest Payment Date and on August 15 for the September 1 Interest Payment Date (each a “Regular Record Date”) immediately preceding such Interest
Payment Date, except that interest payable at Maturity will be payable to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to herein. 

  
 24 








 Payment of the principal of (and premium, if any) and interest at Maturity on this Security shall
be made upon presentation of this Security at the office or agency of the Company maintained for that purpose in The City of New York, in the State of New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest on this Security (other than interest payable at Maturity) may be paid by check mailed to the address of the person entitled
thereto, as such address shall appear on the Security Register, and provided, further, that if such person is a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee
and such person. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture and in the Officer’s Certificate establishing the terms of the Securities of this series. 
 This Security is one of a duly
authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities) dated as of August 1, 2002 (herein, together with any
amendments or supplements thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, Board Resolutions and Officer’s Certificate creating the series designated on the face hereof, for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The acceptance of this Security shall
be deemed to constitute the consent and agreement by the Holder thereof to all of the terms and provisions of the Indenture. This Security is one of the series designated on the face hereof. 

This Security is subject to redemption at the election of the Company, in whole at any time or in part from time to time, at a redemption
price as calculated by the Company equal to the greater of: 
  

	 	•	 	100% of the principal amount of the Debentures of this series being redeemed, or 

  

	 	•	 	the sum of the present values of the remaining scheduled payments of principal and interest (excluding the portion of any such interest accrued to the redemption date) on the Debentures of this series being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, 


plus, in each case, accrued interest on those Debentures of this series to the redemption date. 

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Debentures. 
 “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its 

  
 25 








 
principal amount) on the third business day preceding such redemption date, as set forth in the H. 15 Daily Update of the Federal Reserve Bank or (ii) if such release (or any successor
release) is not published or does not contain prices on such business day, the Reference Treasury Dealer Quotation actually obtained by the Trustee for such redemption date. 

“H.15(519)” means the weekly statistical release entitled “H.15 (519) Selected Interest Rates”, or any successor
publication, published by the Board of Governors of the Federal Reserve System. 
 “H.15 Daily Update” means the daily update of
H.15(519) available through the worldwide website of the Board of Governors of the Federal Reserve System or any successor site or publication. 

“Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company. 

“Reference Treasury Dealer” means Barclays Capital Inc., and its successors; provided, however, that if the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5: 00 p.m. on the third
business day preceding such redemption date. 
 Notice of redemption (other than at the option of the Holder) shall be given by mail to
Holders of Securities, not less than 30 days prior to the date fixed for redemption, all as provided in the Indenture. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such redemption
shall be conditional upon the receipt by the applicable Paying Agent or Agents of money sufficient to pay the principal of and premium, if any, and interest, if any, on this Security on or prior to the date fixed for such redemption; a notice of
redemption so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Security. 

In the event of redemption of this Security in part only, a new Security or Securities of this series of like tenor representing the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

  
 26 








 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred
and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed. 
 The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein and herein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same. 
 No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

The Company shall not be required to execute and the Security Registrar shall not be required to register the transfer of or exchange of
(a) Securities of this series during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities of this series called for redemption or (b) any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed in part. The Company shall not be required to make transfers or exchanges of the Securities of this series for a period of 15 days next preceding an Interest Payment
Date. 
 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered
as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation
Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act shall be applicable and except to the extent that the laws of the State of Texas shall mandatorily
govern. 
 As provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest on any
Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant 

  
 27 








 
or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, member, officer or director, as such, past,
present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released
as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities. 
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 28 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	ONCOR ELECTRIC DELIVERY COMPANY
		
	By:	 	  

		 	Treasurer and Assistant Secretary



  
 29 








 [FORM OF CERTIFICATE OF AUTHENTICATION] 

CERTIFICATE OF AUTHENTICATION 
 This is one of
the Securities of the series designated therein referred to in the within-mentioned Indenture. 
 Dated: 

 

	
	THE BANK OF NEW YORK, as Trustee
	
	By:
	  

	Authorized Signatory



  
 30