Ladies and Gentlemen:

           The undersigned acknowledges receipt of your letter dated October 29, 2018.  Capitalized terms used and not defined herein shall have the meanings set forth in your letter.

           The undersigned hereby represents and warrants to Oncor Electric Delivery Company LLC (“Oncor”) as follows:

           (1)       it is the beneficial owner, or is acting on behalf of a beneficial owner, of Oncor 7% Debentures due 2022 (CUSIP No. 68233DAR8) (the “Old Notes”) in the amount set forth below; and

           (2)       it is, or in the event that the undersigned is acting on behalf of a beneficial owner of Old Notes, the undersigned has received a written certification from such beneficial owner (dated as of a specific date on or since the close of such beneficial owner’s most recent fiscal year) to the effect that such beneficial owner is:

           The undersigned understands that it is providing the information contained herein to Oncor solely for purposes of Oncor’s consideration of a transaction with respect to the Old Notes.

           The undersigned agrees (1) not to copy or reproduce any part of any materials (except as permitted therein) received in connection with any transaction Oncor may undertake or has undertaken, (2) not to distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) to notify Oncor if any of the representations the undersigned makes in this letter ceases to be correct.

                                                                                                    Very truly yours,