ADMINISTRATION AGREEMENT

                            ------------------------



     This ADMINISTRATION AGREEMENT (this "Administration Agreement"), dated as

of July __, 2003, is by and between ONCOR ELECTRIC DELIVERY TRANSITION BOND

COMPANY LLC, a Delaware limited liability company, as Issuer (the "Issuer"), and

ONCOR ELECTRIC DELIVERY COMPANY, a Texas corporation, as Administrator (in such

capacity, the "Administrator"). Capitalized terms used and not otherwise defined

herein shall have the meanings assigned to them in Appendix A to that certain

Indenture, dated as of July __, 2003 (as amended or supplemented, the

"Indenture"), by and between the Issuer and The Bank of New York, as Indenture

Trustee and Securities Intermediary (the "Indenture Trustee").



                              W I T N E S S E T H:



     WHEREAS, the Issuer is issuing contemporaneously herewith $500,000,000

aggregate principal amount of its series 2003 transition bonds and may issue one

or more additional series of transition bonds in 2004 or later, each pursuant to

the Indenture;



     WHEREAS, the Issuer has entered and will enter into certain agreements in

connection with the issuance from time to time of the transition bonds,

including (i) the Indenture, (ii) one or more Transition Property Servicing

Agreements, including the Series 2003 Transition Property Servicing Agreement,

dated as of June __, 2003, between the Issuer and the Administrator, in its

capacity as Servicer (collectively, the "Servicing Agreements"), (iii) one or

more Transition Property Purchase and Sale Agreements, including the Series 2003

Transition Property Purchase and Sale Agreement, dated as of June __, 2003,

between the Issuer and the Administrator, in its capacity as Seller

(collectively, the "Sale Agreements"), (iv) one or more Letters of

Representation relating to the transition bonds, including the Letter of

Representation relating to the series 2003 transition bonds, dated as of June

__, 2003, by and among the Issuer, the Indenture Trustee and The Depository

Trust Company (collectively, the "Depository Agreements") and (v) the

Intercreditor Agreement, dated as of June ___, 2003, by and among the

Administrator in its capacity as Servicer, Originator and in its individual

capacity, the Issuer, the Indenture Trustee and the other parties named therein

(the "Intercreditor Agreement") (the Indenture, the Servicing Agreements, the

Sale Agreements, the Depository Agreements and the Intercreditor Agreement being

referred to hereinafter collectively as the "Related Agreements");



     WHEREAS pursuant to the Related Agreements, the Issuer is required to

perform certain duties in connection with the Related Agreements, the transition

bonds, and the related Collateral pledged to the Indenture Trustee pursuant to

the Indenture;



     WHEREAS the Issuer has no employees and does not intend to hire any

employees, and consequently desires to have the Administrator perform certain of

the duties of the Issuer referred to in the preceding clause and to provide such

additional services consistent with the terms of this Administration Agreement

and the Related Agreements as the Issuer may from time to time request; and



     WHEREAS, the Administrator has the capacity to perform the duties and

provide the services and the facilities required thereby and is willing to

perform such duties and services and provide such facilities for the Issuer on

the terms set forth herein.





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     NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



     1. Duties of the Administrator: Management Services. The Administrator

hereby agrees to provide the following corporate management services to the

Issuer:

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