<PAGE>

                                                                       EXHIBIT 4

================================================================================

                         ONCOR ELECTRIC DELIVERY COMPANY
                    (formerly TXU Electric Delivery Company)

                                       TO

                              THE BANK OF NEW YORK,
                         (formerly Irving Trust Company)

                                               Trustee under the Texas Utilities
                                               Electric Company Mortgage and
                                               Deed of Trust, dated as of
                                               December 1, 1983

                                 ==============

                       Sixty-fourth Supplemental Indenture

                        Providing among other things for
                              First Mortgage Bonds,
                             6.375% Series due 2012
                                       and
                              First Mortgage Bonds,
                             7.000% Series due 2032

                                 ==============

                             Dated as of May 1, 2002

================================================================================

             This Instrument Grants a Security Interest by a Utility
           This Instrument Contains After-Acquired Property Provisions

<PAGE>


             This Instrument Grants a Security Interest by a Utility
           This Instrument Contains After-Acquired Property Provisions

                       SIXTY-FOURTH SUPPLEMENTAL INDENTURE

                             ========================

         INDENTURE, dated as of May 1, 2002, between ONCOR ELECTRIC DELIVERY
COMPANY (formerly TXU Electric Delivery Company), a corporation of the State of
Texas, whose address is Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201
(hereinafter sometimes called the Company), and THE BANK OF NEW YORK (formerly
Irving Trust Company), a corporation of the State of New York, whose address is
101 Barclay Street, New York, New York 10286 (hereinafter sometimes called the
Trustee), Trustee under the Mortgage and Deed of Trust, dated as of December 1,
1983 (hereinafter called the Original Indenture, the Original Indenture and any
and all indentures and instruments supplemental thereto being hereinafter
sometimes collectively called the Mortgage), which Original Indenture was
executed and delivered by Texas Utilities Electric Company to secure the payment
of bonds issued or to be issued under and in accordance with the provisions of
the Mortgage, reference to which Mortgage is made, this Indenture (hereinafter
called the Sixty-fourth Supplemental Indenture) being supplemental thereto;

         WHEREAS, the Company, under its then name, TXU Electric Delivery
Company, succeeded to and was substituted for TXU Electric Company, formerly
known as said Texas Utilities Electric Company, now known as TXU US Holdings
Company (hereinafter sometimes called the Predecessor Company) effective as of
January 1, 2002 under the Mortgage with the same effect as if the Company had
been named therein; and

         WHEREAS, said Original Indenture was recorded or filed as required in
the State of Texas; and

         WHEREAS, the Predecessor Company executed and delivered to the Trustee
the following supplemental indentures:

                          Designation                          Dated as of
                          -----------                          -----------

First Supplemental Indenture.............................      April 1, 1984
Second Supplemental Indenture............................      September 1, 1984
Third Supplemental Indenture.............................      April 1, 1985
Fourth Supplemental Indenture............................      August 1, 1985
Fifth Supplemental Indenture.............................      September 1, 1985
Sixth Supplemental Indenture.............................      December 1, 1985
Seventh Supplemental Indenture...........................      March 1, 1986
Eighth Supplemental Indenture............................      May 1, 1986
Ninth Supplemental Indenture........................ ....      October 1, 1986
Tenth Supplemental Indenture.............................      December 1, 1986
Eleventh Supplemental Indenture..........................      December 1, 1986

<PAGE>

                          Designation                          Dated as of
                          -----------                          -----------

Twelfth Supplemental Indenture...........................      February 1, 1987
Thirteenth Supplemental Indenture........................      March 1, 1987
Fourteenth Supplemental Indenture........................      April 1, 1987
Fifteenth Supplemental Indenture.........................      July 1, 1987
Sixteenth Supplemental Indenture.........................      September 1, 1987
Seventeenth Supplemental Indenture.......................      October 1, 1987
Eighteenth Supplemental Indenture........................      March 1, 1988
Nineteenth Supplemental Indenture........................      May 1, 1988
Twentieth Supplemental Indenture.........................      September 1, 1988
Twenty-first Supplemental Indenture......................      November 1, 1988
Twenty-second Supplemental Indenture.....................      January 1, 1989
Twenty-third Supplemental Indenture......................      August 1, 1989
Twenty-fourth Supplemental Indenture.....................      November 1, 1989
Twenty-fifth Supplemental Indenture......................      December 1, 1989
Twenty-sixth Supplemental Indenture......................      February 1, 1990
Twenty-seventh Supplemental Indenture....................      September 1, 1990
Twenty-eighth Supplemental Indenture.....................      October 1, 1990
Twenty-ninth Supplemental Indenture......................      October 1, 1990
Thirtieth Supplemental Indenture.........................      March 1, 1991
Thirty-first Supplemental Indenture......................      May 1, 1991
Thirty-second Supplemental Indenture.....................      July 1, 1991
Thirty-third Supplemental Indenture......................      February 1, 1992
Thirty-fourth Supplemental Indenture.....................      April 1, 1992
Thirty-fifth Supplemental Indenture......................      April 1, 1992
Thirty-sixth Supplemental Indenture......................      June 1, 1992
Thirty-seventh Supplemental Indenture....................      June 1, 1992
Thirty-eighth Supplemental Indenture.....................      August 1, 1992
Thirty-ninth Supplemental Indenture......................      October 1, 1992
Fortieth Supplemental Indenture..........................      November 1, 1992
Forty-first Supplemental Indenture................... ...      December 1, 1992
Forty-second Supplemental Indenture......................      March 1, 1993
Forty-third Supplemental Indenture.......................      April 1, 1993
Forty-fourth Supplemental Indenture......................      April 1, 1993
Forty-fifth Supplemental Indenture.......................      May 1, 1993
Forty-sixth Supplemental Indenture.......................      July 1, 1993
Forty-seventh Supplemental Indenture.....................      October 1, 1993
Forty-eighth Supplemental Indenture......................      November 1, 1993
Forty-ninth Supplemental Indenture.......................      May 1, 1994
Fiftieth Supplemental Indenture..........................      May 1, 1994
Fifty-first Supplemental Indenture.......................      August 1, 1994
Fifty-second Supplemental Indenture......................      April 1, 1995
Fifty-third Supplemental Indenture.......................      June 1, 1995
Fifty-fourth Supplemental Indenture......................      October 1, 1995
Fifty-fifth Supplemental Indenture.......................      March 1, 1996

                                      2

<PAGE>

                          Designation                          Dated as of
                          -----------                          -----------

Fifty-sixth Supplemental Indenture.......................      September 1, 1996
Fifty-seventh Supplemental Indenture.....................      February 1, 1997
Fifty-eighth Supplemental Indenture......................      July 1, 1997
Fifth-ninth Supplemental Indenture.......................      March 1, 1999
Sixtieth Supplemental Indenture..........................      December 1, 2000
Sixty-first Supplemental Indenture.......................      February 1, 2001
Sixty-second Supplemental Indenture......................      July 1, 2001

which supplemental indentures were or are to be recorded or filed as required in
the State of Texas; and

         WHEREAS, the Predecessor Company has heretofore issued as of April 30,
2002, in accordance with the provisions of the Original Indenture, as heretofore
supplemented, the following series of First Mortgage and Collateral Trust Bonds
and First Mortgage Bonds:

<TABLE>
<CAPTION>
                                                           Principal Amount        Principal Amount
                                 Series                        Issued                Outstanding
                                 ------                    ----------------        ----------------
<S>                                                        <C>                              <C>
12% Series due March 1, 1985 ........................      $    1,000,000                   None
13 5/8% Series due April 1, 2014 ....................         100,000,000                   None
13 1/2% Series due September 1, 2014 ................         150,000,000                   None
12 7/8 % Series due April 1, 2015 ...................         150,000,000                   None
12% Series due August 1, 2015 .......................         100,000,000                   None
12% Series due September 1, 2015 ....................          75,000,000                   None
11 1/8% Series due December 1, 2015 .................         150,000,000                   None
9 3/8% Series due March 1, 2016 .....................         200,000,000                   None
9 3/4% Series due May 1, 2016........................         200,000,000                   None
Pollution Control Series C...........................          70,000,000                   None
Pollution Control Series D...........................         200,000,000                   None
9 1/2% Series due December 1, 2016...................         300,000,000                   None
9 1/4% Series due February 1, 2017...................         250,000,000                   None
Pollution Control Series E...........................         100,000,000                   None
10 1/2% Series due April 1, 2017.....................         250,000,000                   None
9 1/2% Series due July 1, 1997.......................         150,000,000                   None
10 1/2% Series due July 1, 2017......................         150,000,000                   None
Pollution Control Series F...........................          55,000,000                   None
Pollution Control Series G...........................          12,000,000                   None
Pollution Control Series H...........................         112,000,000                   None
Pollution Control Series I...........................         100,000,000                   None
10 3/8% Series due May 1, 1998.......................         150,000,000                   None
11 3/8% Series due May 1, 2018.......................         150,000,000                   None
Secured Medium-Term Notes, Series A .................         300,000,000                   None
10.44% Series due November 1, 2008 ..................         150,000,000                   None
</TABLE>

                                      3

<PAGE>

<TABLE>
<CAPTION>
                                                           Principal Amount        Principal Amount
                                 Series                        Issued                Outstanding
                                 ------                    ----------------        ----------------
<S>                                                          <C>                     <C>
Pollution Control Series J ..........................         100,000,000                   None
9 1/2% Series due August 1, 1999 ....................         200,000,000                   None
10% Series due August 1, 2019 .......................         100,000,000                   None
9 7/8% Series due November 1, 2019 ..................        $150,000,000                   None
Secured Medium-Term Notes, Series B..................         150,000,000            $14,200,000
Pollution Control Series K...........................          50,000,000                   None
Pollution Control Series L...........................          40,000,000                   None
10 5/8% Series due September 1, 2020.................         250,000,000                   None
Secured Medium-Term Notes, Series C..................         150,000,000                   None
8 1/4% Pollution Control Series due October 1, 2020..          11,000,000                   None
7 7/8% Pollution Control Series due March 1, 2021....         100,000,000                   None
9 3/4% Series due May 1, 2021........................         300,000,000                   None
Pollution Control Series M due June 1, 2021..........          86,250,000                   None
Pollution Control Series N due June 1, 2021..........          57,500,000                   None
Pollution Control Series O due June 1, 2021..........          57,500,000                   None
Pollution Control Series P due June 1, 2021 .........         115,000,000                   None
8 1/8% Series due February 1, 2002 ..................         150,000,000                   None
8 7/8 % Series due February 1, 2022 .................         175,000,000            112,200,000
8 1/4% Series due April 1, 2004 .....................         100,000,000            100,000,000
9% Series due April 1, 2022 .........................         100,000,000                   None
6 3/4% Pollution Control Series due April 1, 2022....          50,000,000                   None
7 1/8% Series due June 1, 1997 ......................         150,000,000                   None
8% Series due June 1, 2002 ..........................         147,000,000            147,000,000
6 5/8% Pollution Control Series due June 1, 2022.....          33,000,000                   None
6 3/8% Series due August 1, 1997 ....................         175,000,000                   None
7 3/8% Series due August 1, 2001 ....................         150,000,000                   None
8 1/2% Series due August 1, 2024 ....................         175,000,000            115,400,000
6.70% Pollution Control Series due October 1, 2022...          16,935,000                   None
6.55 % Pollution Control Series due October 1, 2022..          40,000,000                   None
7 3/8% Series due November 1, 1999 ..................         100,000,000                   None
8 3/4% Series due November 1, 2023 ..................         200,000,000            102,550,000
6 1/2% Pollution Control Series due December 1, 2027.          46,660,000                   None
6 3/4% Series due March 1, 2003 .....................         200,000,000            194,475,000
7 7/8% Series due March 1, 2023......................         300,000,000            223,770,000
6.05% Pollution Control Series due April 1, 2025.....          90,000,000                   None
6.10 % Pollution Control Series due April 1, 2028....          50,000,000                   None
5 7/8% Series due April 1, 1998 .....................         175,000,000                   None
6 3/4% Series due April 1, 2003 .....................         100,000,000             95,000,000
7 7/8% Series due April 1, 2024......................         225,000,000            132,743,000
Pollution Control Series due June 1, 2023............         115,000,000             78,987,750
5 3/4% Series due July 1, 1998.......................         150,000,000                   None
6 3/4% Series due July 1, 2005.......................         100,000,000             92,000,000
</TABLE>

                                      4

<PAGE>

<TABLE>
<CAPTION>
                                                           Principal Amount        Principal Amount
                                 Series                        Issued                Outstanding
                                 ------                    ----------------        ----------------
<S>                                                         <C>                     <C>

7 5/8% Series due July 1, 2025.......................         250,000,000            214,750,000
5 1/2% Series due October 1, 1998....................         125,000,000                   None
6 1/4% Series due October 1, 2004....................         125,000,000           $120,595,000
7 3/8% Series due October 1, 2025....................        $300,000,000            178,000,000
5 1/2% Pollution Control Series due May 1, 2022......          50,000,000                   None
5.55% Pollution Control Series due May 1, 2022 ......          75,000,000                   None
5.85% Pollution Control Series due May 1, 2022 ......          33,465,000                   None
Floating Rate Series due May 1, 1999 ................         300,000,000                   None
Pollution Control Series Q due May 1, 2029...........          45,045,500                   None
Pollution Control Series R due May 1, 2029 ..........          45,045,500                   None
0% Series due 1994...................................       1,013,831,000                   None
Pollution Control Series S due April 1, 2030.........          58,270,500                   None
Pollution Control Series T due April 1, 2030.........          18,400,000                   None
Pollution Control Series U...........................         136,108,250                   None
Pollution Control Series V...........................         136,108,250                   None
Pollution Control Series W...........................          13,857,500                   None
Pollution Control Series X...........................          21,246,250                   None
Secured Medium-Term Notes, Series D .................         201,150,000             18,000,000
Pollution Control Series Y...........................          28,819,000                   None
Pollution Control Series Z...........................          66,642,500                   None
Pollution Control Series AA..........................          28,750,000                   None
Pollution Control Series AB..........................          28,750,000                   None
Pollution Control Series AC..........................          70,397,250                   None
Pollution Control Series AD..........................          57,500,000                   None
Pollution Control Series AE..........................          57,500,000                   None
Pollution Control Series AF..........................          36,000,750                   None
Pollution Control Series AG..........................          28,801,750                   None
Pollution Control Series AH..........................          33,079,750                   None
Pollution Control Series AI..........................          59,253,750                   None
Pollution Control Series AJ..........................          13,800,000                   None
Pollution Control Series AK..........................         250,163,335                   None
Floating Rate Series A due December 20, 2002.........         150,000,000                   None
Floating Rate Series B due December 20, 2002.........         425,000,000                   None
Collateral Series A..................................       3,839,650,000                   None
Floating Rate Series C due June 15, 2003.............         400,000,000            400,000,000
</TABLE>

which bonds are also hereinafter sometimes called bonds of the First through One
Hundred Second Series, respectively; and

         WHEREAS, the Predecessor Company and the Company, under its then name,
said TXU Electric Delivery Company, executed and delivered to the Trustee the
Sixty-third Supplemental Indenture effective as of January 1, 2002 pursuant to
which the Company succeeded to and was substituted for the Predecessor Company
under the Mortgage with the same effect as if the Company

                                      5

<PAGE>

had been named therein, all as provided in Section 18.02 of the Original
Indenture; and

         WHEREAS, said Sixty-third Supplemental Indenture was recorded or filed
as required in the State of Texas; and

         WHEREAS, by the Original Indenture as heretofore supplemented, the
Company covenanted that it would execute and deliver such supplemental indenture
or indentures and such further instruments and do such further acts as may be
necessary or proper to carry out more effectually the purposes of the Mortgage
and to make subject to the Lien of the Mortgage any property thereafter acquired
and intended to be subject to the Lien thereof; and

         WHEREAS, in addition to the property described in the Original
Indenture, the Company has acquired certain other property, rights and interests
in property; and

         WHEREAS, Section 2.01 of the Original Indenture provides that the form
of each series of bonds (other than the First Series) issued thereunder and of
the coupons to be attached to coupon bonds of such series shall be established
by Resolution of the Board of Directors of the Company, and that the form of
such series, as established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof, and may also
have such omissions or modifications or contain such provisions not prohibited
by the provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring to the terms
and conditions upon which such bonds are to be issued and/or secured under the
Mortgage; and

         WHEREAS, Section 22.04 of the Original Indenture provides, among other
things, that any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the Mortgage, whether
such power, privilege or right is in any way restricted or is unrestricted, may
be in whole or in part waived or surrendered or subjected to any restriction if
at the time unrestricted, or to additional restriction if already restricted,
and the Company may enter into any further covenants, limitations, restrictions
or provisions for the benefit of any one or more series of bonds issued
thereunder, or the Company may cure any ambiguity contained therein, or in any
supplemental indenture, or may establish the terms and provisions of any series
of bonds other than the First Series, by an instrument in writing executed and
acknowledged by the Company in such manner as would be necessary to entitle a
conveyance of real estate to be recorded in all of the states in which any
property at the time subject to the Lien of the Mortgage shall be situated; and

         WHEREAS, the Company now desires to create two new series of bonds and
to add to its covenants and agreements contained in the Mortgage certain other
covenants and agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage; and

         WHEREAS, the execution and delivery by the Company of this Sixty-fourth
Supplemental Indenture, and the terms of the bonds of the One Hundred Third
Series and the One Hundred Fourth Series, hereinafter referred to, have been
duly authorized by the Board of Directors of the Company by appropriate
resolutions of said Board of Directors;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company, in

                                      6

<PAGE>

consideration of the premises and of Ten Dollars to it duly paid by the Trustee
at or before the ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, and in order to secure the payment of both the principal
of and interest and premium, if any, on the bonds from time to time issued under
the Mortgage, according to their tenor and effect and the performance of all the
provisions of the Mortgage (including any instruments supplemental thereto and
any modification made as in the Mortgage provided) and of said bonds, hath
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over and confirmed and granted a security
interest in and by these presents doth grant, bargain, sell, release, convey,
assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm
and grant a security interest in (subject, however, to Excepted Encumbrances as
defined in Section 1.06 of the Original Indenture) unto The Bank of New York,
Trustee under the Mortgage, and to its successor or successors in said trust,
and to said Trustee and its successors and assigns forever, all properties of
the Company, real, personal and mixed, of the kind or nature specifically
mentioned in the Original Indenture, as heretofore supplemented, or of any other
kind or nature acquired by the Company from the Predecessor Company on January
1, 2002 (except any herein or in the Original Indenture expressly excepted), now
owned by the Company, together with (a) those properties and franchises acquired
by the Company from the Predecessor Company, and improvements, extensions and
additions thereto and renewals and replacements thereof, (b) the property made
and used by the Company as the basis under any of the provisions of the Mortgage
for the authentication and delivery of additional bonds or the withdrawal of
cash or the release of property, and (c) such franchises, repairs and additional
property as may be acquired, made or constructed by the Company (i) to maintain,
renew and preserve the franchises covered by the Mortgage, or (ii) to maintain
the property mortgaged and intended to be mortgaged under the Mortgage as an
operating system or systems in good repair, working order and condition, or
(iii) in rebuilding or renewal of property subject to the lien of the Mortgage
damaged or destroyed, or (iv) in replacement of or substitution for machinery,
apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements, or
furniture, or any other fixtures or personalty, subject to the lien of the
Mortgage, which shall have become old, inadequate, obsolete, worn out, unfit,
unadapted, unserviceable, undesirable or unnecessary for use in the operation of
the property mortgaged and intended to be mortgaged under the Mortgage.

         PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor
is a security interest therein hereby or by the Original Indenture, as
heretofore supplemented, granted or intended to be granted, and the same are
hereby expressly excepted from the Lien and operation of the Original Indenture,
as heretofore supplemented, and from the Lien and operation of this Sixty-fourth
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other
obligations and other securities not hereinbefore or hereafter specifically
pledged, paid, deposited, delivered or held under the Mortgage or covenanted so
to be; (2) merchandise, equipment, apparatus, materials or supplies held for the
purpose of sale or other disposition in the usual course of business or for the
purpose of repairing or replacing (in whole or in part) any rolling stock,
buses, motor coaches, automobiles or other vehicles or aircraft or boats, ships,
or other vessels and any fuel, oil and similar materials and supplies consumable
in the operation of any of the properties of the Company; rolling stock, buses,
motor coaches, automobiles and other vehicles and all aircraft; boats, ships and
other vessels; all timber, minerals, mineral rights and royalties; (3) bills,
notes and other instruments and accounts receivable, judgments, demands, general

                                      7

<PAGE>

intangibles and choses in action, and all contracts, leases and operating
agreements not specifically pledged hereunder or under the Mortgage or
covenanted so to be; (4) the last day of the term of any lease or leasehold
which may hereafter become subject to the Lien of the Mortgage; (5) electric
energy, gas, water, steam, ice, and other materials or products generated,
manufactured, produced, or purchased by the Company for sale, distribution or
use in the ordinary course of its business; (6) any natural gas wells or natural
gas leases or natural gas transportation lines or other works or property used
primarily and principally in the production of natural gas or its
transportation, primarily for the purpose of sale to natural gas customers or to
a natural gas distribution or pipeline of the Company, up to the point of
connection with any distribution system; (7) the Company's franchise to be a
corporation; and (8) properties or franchises owned by the Company as of January
1, 2002 or thereafter acquired (by purchase, consolidation, merger, donation,
construction, erection or in any other way), except (a) those acquired by it
from the Predecessor Company, and improvements, extensions and additions thereto
and renewals and replacements thereof, (b) the property made and used by the
Company as the basis under any of the provisions of the Mortgage for the
authentication and delivery of additional bonds or the withdrawal of cash or the
release of property, and (c) such franchises, repairs and additional property as
may be acquired, made or constructed by the Company (i) to maintain, renew and
preserve the franchises covered by the Mortgage, or (ii) to maintain the
property mortgaged and intended to be mortgaged under the Mortgage as an
operating system or systems in good repair, working order and condition, or
(iii) in rebuilding or renewal of property subject to the Lien of the Mortgage
damaged or destroyed, or (iv) in replacement of or substitution for machinery,
apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements or
furniture, or any other fixtures or personalty, subject to the Lien of the
Mortgage, which shall have become old, inadequate, obsolete, worn out, unfit,
unadapted, unserviceable, undesirable or unnecessary for use in the operation of
the property mortgaged and intended to be mortgaged under the Mortgage;
provided, however, that the property and rights expressly excepted from the Lien
and operation of the Original Indenture and this Sixty-fourth Supplemental
Indenture in the above subdivisions (2) and (3) shall (to the extent permitted
by law) cease to be so excepted in the event and as of the date that the Trustee
or a receiver or trustee shall enter upon and take possession of the Mortgaged
and Pledged Property in the manner provided in Article XV of the Original
Indenture by reason of the occurrence of a Default.

         TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over or confirmed or in which a security
interest has been granted by the Company as aforesaid, or intended so to be
(subject, however, to Excepted Encumbrances as defined in Section 1.06 of the
Original Indenture), unto The Bank of New York, Trustee, and its successors and
assigns forever.

         IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Original Indenture, as heretofore supplemented, this
Sixty-fourth Supplemental Indenture being supplemental to the Original
Indenture.

         AND IT IS HEREBY COVENANTED by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Original
Indenture, as heretofore supplemented, shall affect and apply to the property
hereinbefore described and conveyed and to the estate, rights, obligations and
duties of the Company and the Trustee and the beneficiaries of the trust with
respect

                                      8

<PAGE>

to said property, and to the Trustee and its successors as Trustee of said
property, in the same manner and with the same effect as if said property had
been owned by the Company at the time of the execution of the Original
Indenture, and had been specifically and at length described in and conveyed to
said Trustee by the Original Indenture as a part of the property therein stated
to be conveyed.

         The Company further covenants and agrees to and with the Trustee and
its successors in said trust under the Mortgage, as follows:

                                  ARTICLE I.
                        ONE HUNDRED THIRD SERIES OF BONDS

         SECTION 1.1 There shall be a series of bonds designated "6.375% Series
due 2012" (herein sometimes referred to as the One Hundred Third Series), each
of which shall also bear the descriptive title "First Mortgage Bond", and the
form thereof, which was established by Resolution of the Board of Directors of
the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Section specified. Bonds of the One Hundred Third Series may
be issued in one or more tranches, shall be issued as fully registered bonds in
denominations of One Thousand Dollars and, at the option of the Company, in any
multiple or multiples thereof (the exercise of such option to be evidenced by
the execution and delivery thereof); each bond of the One Hundred Third Series
shall mature on May 1, 2012, shall bear interest at the rate of 6.375% per
annum, payable semi-annually on May 1 and November 1; the principal of and
interest on each said bond to be payable at the office or agency of the Company
in the Borough of Manhattan, The City of New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for public and private debts. Bonds of the One Hundred Third Series shall
be dated as in Section 2.03 of the Original Indenture provided.

         Each bond of the One Hundred Third Series shall be issued to, and
registered in the name of, and delivered to The Bank of New York, as trustee
(the 2002 Trustee) under an Indenture and Deed of Trust dated as of May 1, 2002
(the 2002 Indenture), to provide for the payment when due (whether at maturity,
by acceleration or otherwise) of the principal and interest on the Securities
(as defined in the 2002 Indenture) to be issued from time to time under the 2002
Indenture. The bonds of the One Hundred Third Series shall not be transferable
by the 2002 Trustee except to a successor trustee under the 2002 Indenture.
Bonds of the One Hundred Third Series so transferable to a successor trustee
under the 2002 Indenture may be transferred at the principal office of the
Trustee in the Borough of Manhattan, The City of New York. Any payment by the
Company under the 2002 Indenture of the principal of or premium, if any, or
interest, if any on the securities which shall have been authenticated and
delivered under the 2002 Indenture on the basis of the issuance and delivery to
the 2002 Trustee of bonds of the One Hundred Third Series (other than by the
application of the proceeds of a payment in respect of such bonds) shall, to the
extent hereof, be deemed to satisfy and discharge the obligation of the Company,
if any, to make a payment of principal of, or premium, or interest on such
bonds, as the case may be, which is then due.

         The Trustee may conclusively presume that the obligation of the Company
to pay the principal of, or interest on any bond of the One Hundred Third Series
as the same shall become due and payable shall have been fully satisfied and
discharged unless and until it shall have received a written notice from the
2002 Trustee, signed by an authorized officer thereof, stating that the
principal of

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<PAGE>

specified bonds of the One Hundred Third Series has become due and payable and
has not been fully paid and specifying the amount of funds required to make such
payment.

         Each holder of a bond of the One Hundred Third Series by acceptance
thereof consents that the bonds of the One Hundred Third Series may be
redeemable at the option of the Company or pursuant to the requirements of the
Mortgage in whole at any time, or in part from time to time, prior to maturity,
without notice provided in Section 52 of the Mortgage, at the principal amount
of the bonds to be redeemed, in each case, together with accrued interest to the
date fixed for redemption by the Company in a notice delivered on or before the
date fixed for redemption by the Company to the Trustee and to the holders of
the bonds to be redeemed.

         The bonds of the One Hundred Third Series shall also be redeemed, in
whole at any time, or in part from time to time, prior to maturity, at a
redemption price equal to the principal amount thereof, together with accrued
and unpaid interest to the date of payment of such principal amount, upon
receipt by the Trustee of a written notice from the 2002 Trustee (i) delivered
to the Trustee and the Company, (ii) signed by its President or any Vice
President, (iii) stating that an Event of Default has occurred under the 2002
Indenture and is continuing and that, as a result, there then is due and payable
a specified amount with respect to the Securities outstanding under the 2002
Indenture, for the payment of which the 2002 Trustee has not received funds, and
(iv) specifying the principal amount of the bonds of the One Hundred Third
Series to be redeemed. Delivery of such notice shall constitute a waiver by the
2002 Trustee of notice of redemption under the Mortgage.

         At the option of the registered owner, any bonds of the One Hundred
Third Series, upon surrender thereof for cancellation at the office or agency of
the Company in the Borough of Manhattan, The City of New York, New York, shall
be exchangeable for a like aggregate principal amount of bonds of the same
series with the same interest rate and maturity date of other authorized
denominations.

                                  ARTICLE II.
                       ONE HUNDRED FOURTH SERIES OF BONDS

         SECTION 2.1 There shall be a series of bonds designated "7.000% Series
due 2032" (herein sometimes referred to as the One Hundred Fourth Series), each
of which shall also bear the descriptive title "First Mortgage Bond", and the
form thereof, which was established by Resolution of the Board of Directors of
the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Section specified. Bonds of the One Hundred Fourth Series
may be issued in one or more tranches, shall be issued as fully registered bonds
in denominations of One Thousand Dollars and, at the option of the Company, in
any multiple or multiples thereof (the exercise of such option to be evidenced
by the execution and delivery thereof); each bond of the One Hundred Fourth
Series shall mature on May 1, 2032, shall bear interest at the rate of 7.000%
per annum, payable semi-annually on May 1 and November 1; the principal of and
interest on each said bond to be payable at the office or agency of the Company
in the Borough of Manhattan, The City of New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for public and private debts. Bonds of the One Hundred Fourth Series
shall be dated as in Section 2.03 of the Original Indenture provided.

                                      10

<PAGE>

         Each bond of the One Hundred Fourth Series shall be issued to, and
registered in the name of, and delivered to the 2002 Trustee, to provide for the
payment when due (whether at maturity, by acceleration or otherwise) of the
principal and interest on the Securities (as defined in the 2002 Indenture) to
be issued from time to time under the 2002 Indenture. The bonds of the One
Hundred Fourth Series shall not be transferable by the 2002 Trustee except to a
successor trustee under the 2002 Indenture. Bonds of the One Hundred Fourth
Series so transferable to a successor trustee under the 2002 Indenture may be
transferred at the principal office of the Trustee in the Borough of Manhattan,
The City of New York. Any payment by the Company under the 2002 Indenture of the
principal of or premium, if any, or interest, if any on the securities which
shall have been authenticated and delivered under the 2002 Indenture on the
basis of the issuance and delivery to the 2002 Trustee of bonds of the One
Hundred Fourth Series (other than by the application of the proceeds of a
payment in respect of such bonds) shall, to the extent hereof, be deemed to
satisfy and discharge the obligation of the Company, if any, to make a payment
of principal of, or premium, or interest on such bonds, as the case may be,
which is then due.

         The Trustee may conclusively presume that the obligation of the Company
to pay the principal of or interest on any bond of the One Hundred Fourth Series
as the same shall become due and payable shall have been fully satisfied and
discharged unless and until it shall have received a written notice from the
2002 Trustee, signed by an authorized officer thereof, stating that the
principal of specified bonds of the One Hundred Fourth Series has become due and
payable and has not been fully paid and specifying the amount of funds required
to make such payment.

         Each holder of a bond of the One Hundred Fourth Series by acceptance
thereof consents that the bonds of the One Hundred Fourth Series may be
redeemable at the option of the Company or pursuant to the requirements of the
Mortgage in whole at any time, or in part from time to time, prior to maturity,
without notice provided in Section 52 of the Mortgage, at the principal amount
of the bonds to be redeemed, in each case, together with accrued interest to the
date fixed for redemption by the Company in a notice delivered on or before the
date fixed for redemption by the Company to the Trustee and to the holders of
the bonds to be redeemed.

         The bonds of the One Hundred Fourth Series shall also be redeemed, in
whole at any time, or in part from time to time, prior to maturity, at a
redemption price equal to the principal amount thereof, together with accrued
and unpaid interest to the date of payment of such principal amount, upon
receipt by the Trustee of a written notice from the 2002 Trustee (i) delivered
to the Trustee and the Company, (ii) signed by its President or any Vice
President, (iii) stating that an Event of Default has occurred under the 2002
Indenture and is continuing and that, as a result, there then is due and payable
a specified amount with respect to the Securities outstanding under the 2002
Indenture, for the payment of which the 2002 Trustee has not received funds, and
(iv) specifying the principal amount of the bonds of the One Hundred Fourth
Series to be redeemed. Delivery of such notice shall constitute a waiver by the
2002 Trustee of notice of redemption under the Mortgage.

         At the option of the registered owner, any bonds of the One Hundred
Fourth Series, upon surrender thereof for cancellation at the office or agency
of the Company in the Borough of Manhattan, The City of New York, New York,
shall be exchangeable for a like aggregate principal amount of bonds of the same
series with the same interest rate and maturity date of other authorized
denominations.

                                      11

<PAGE>

                                  ARTICLE III.
                            MISCELLANEOUS PROVISIONS

         SECTION 3.1 Subject to the amendments provided for in this Sixty-fourth
Supplemental Indenture, the terms defined in the Original Indenture, as
heretofore supplemented, shall for all purposes of this Sixty-fourth
Supplemental Indenture have the meanings specified in the Original Indenture, as
heretofore supplemented.

         SECTION 3.2 The Trustee hereby accepts the trusts herein declared,
provided, created or supplemented and agrees to perform the same upon the terms
and conditions herein and in the Original Indenture, as heretofore supplemented,
set forth and upon the following terms and conditions:

         The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Sixty-fourth Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. In general, each and every term and
condition contained in Article XIX of the Original Indenture shall apply to and
form part of this Sixty-fourth Supplemental Indenture with the same force and
effect as if the same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make the same
conform to the provisions of this Sixty-fourth Supplemental Indenture.

         SECTION 3.3 Whenever in this Sixty-fourth Supplemental Indenture either
of the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XVIII and XIX of the Original Indenture, be deemed to
include the successors and assigns of such party, and all the covenants and
agreements in this Sixty-fourth Supplemental Indenture contained, by or on
behalf of the Company, or by or on behalf of the Trustee, shall, subject as
aforesaid, bind and inure to the respective benefits of the respective
successors and assigns of such parties, whether so expressed or not.

         SECTION 3.4 Nothing in this Sixty-fourth Supplemental Indenture
expressed or implied, is intended, or shall be construed to confer upon, or to
give to, any person, firm or corporation, other than the parties hereto and the
holders of the bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Sixty-fourth Supplemental Indenture
or any covenant, condition, stipulation, promise or agreement hereof, and all
the covenants, conditions, stipulations, promises and agreements in this
Sixty-fourth Supplemental Indenture contained, by or on behalf of the Company,
shall be for the sole and exclusive benefit of the parties hereto, and of the
holders of the bonds and coupons Outstanding under the Mortgage.

         SECTION 3.5 This Sixty-fourth Supplemental Indenture shall be executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.

                                      12

<PAGE>

         IN WITNESS WHEREOF, ONCOR ELECTRIC DELIVERY COMPANY has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by its Chairman of the Board and Chief Executive, President or one of its
Vice Presidents, and its corporate seal to be attested by its Secretary or one
of its Assistant Secretaries for and in its behalf, and THE BANK OF NEW YORK has
caused its corporate name to be hereunto affixed, and this instrument to be
signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and
its corporate seal to be attested by one of its Assistant Vice Presidents,
Assistant Secretaries or Assistant Treasurers, all as of the day and year first
above written.

                                       ONCOR ELECTRIC DELIVERY COMPANY

                                       By       /s/ Kirk R. Oliver
                                         ---------------------------------------
                                                    Kirk R. Oliver
                                                    Vice President

Attest:

/s/ John Stephens, Jr.
----------------------------------
John Stephens, Jr.
Assistant Secretary

Executed, sealed and delivered by
ONCOR ELECTRIC DELIVERY COMPANY
in the presence of:

/s/ John M. Casey
-----------------------------------

/s/ Beau Henry
-----------------------------------

                                      13

<PAGE>

                                       THE BANK OF NEW YORK,
                                       Trustee

                                       By       /s/ Remo J. Reale
                                         ---------------------------------------
                                                Remo J. Reale
                                                Vice President
Attest:

/s/ Michael Pitfick
----------------------------------
Michael Pitfick
Assistant Vice President

Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:

/s/ Tara Hanley
----------------------------------

/s/ Maria Acosta
----------------------------------

                                      14

<PAGE>

STATE OF TEXAS    )
                  ) SS.:
COUNTY OF DALLAS  )

         Before me, a Notary Public in and for said State, on this day
personally appeared Kirk R. Oliver, known to me to be the person whose name is
subscribed to the foregoing instrument and known to me to be a Vice President of
ONCOR ELECTRIC DELIVERY COMPANY, a Texas corporation, and acknowledged to me
that said person executed said instrument for the purposes and consideration
therein expressed, and as the act of said corporation.

         Given under my hand and seal of office this 6th day of May, 2002.

                                       /s/ Juli Simpson
                                       -----------------------------------------
                                       Notary Public, State of Texas
                                       My Commission Expires

                                      15

<PAGE>

STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

         Before me, a Notary Public in and for said State, on this day
personally appeared Remo J. Reale, known to me to be the person whose name is
subscribed to the foregoing instrument and known to me to be a Vice President of
THE BANK OF NEW YORK, a New York corporation, and acknowledged to me that said
person executed said instrument for the purposes and consideration therein
expressed, and as the act of said corporation.

         Given under my hand and seal of office this 3rd day of May, 2002.

                                       /s/ William J. Cassels
                                       -----------------------------------------
                                       WILLIAM J. CASSELS
                                       Notary Public, State of New York
                                       No. 01CA5027729
                                       Qualified in Bronx County
                                       Commission Expires My 16, 2002

                                      16