REGISTRATION RIGHTS AGREEMENT OF ONCOR ELECTRIC DELIVERY COMPANY LLC

Exhibit 4(d)

REGISTRATION RIGHTS AGREEMENT

OF

ONCOR ELECTRIC DELIVERY COMPANY LLC

Dated as of November 5, 2008

Table of Contents

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of November 5, 2008, is by and among Oncor Electric Delivery Company LLC, a Delaware limited liability company (the “ Company ”), Oncor Electric Delivery Holdings Company LLC, a Delaware limited liability company (together with any permitted successor or assign, the “ Initial Member ”), Energy Future Holdings Corp., a Texas corporation (solely for purposes of Section 11) (“ EFH ”) and Texas Transmission Investment LLC, a Delaware limited liability company (together with any Permitted Transferees, the “ Minority Member ”), and each of the parties listed on the signature pages hereto. Each of the Persons listed on the signature pages hereto (other than the Company) and any other Person who may become a party hereto pursuant to Section 12(c) are referred to individually as a “ Shareholder ” and collectively as the “ Shareholders ”.

WHEREAS, in connection with admitting the Minority Member as a member of the Company, the Company, the Initial Member and the Minority Member desire to set forth agreements among them regarding certain registration and other rights with respect to the LLC Units.

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions . As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Investor Rights Agreement:

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Alternative IPO Entity ” shall have the meaning set forth in Section 11 hereof.

“ Company ” shall have the meaning set forth in the Preamble.

“ Demand Notice ” shall have the meaning set forth in Section 3(a) hereof.

“ Demand Registration ” shall have the meaning set forth in Section 3(a) hereof.

“ EFH ” shall mean Energy Future Holdings Corp., a Texas corporation.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“ FINRA ” shall mean the Financial Industry Regulatory Authority, Inc.

“ Indemnified Party ” shall have the meaning set forth in Section 8(c) hereof.

“ Indemnifying Party ” shall have the meaning set forth in Section 8(c) hereof.

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“ Initial Member ” shall have the meaning set forth in the Preamble.

“ Investor Rights Agreement ” shall mean the Investor Rights Agreement, by and among the Company, the Initial Member and the Minority Member, dated as of the date hereof, as it may be amended, restated, modified or superseded from time to time.

“ IPO Demand ” shall have the meaning set forth in Section 3(a).

“ IPO Units ” shall have the meaning set forth in the Investor Rights Agreement.

“ LLC Agreement ” shall mean the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of the date hereof, as it may be amended, restated, modified or superseded from time to time.

“ LLC Units ” shall, subject to Section 11, mean all limited liability company interests or other common equity interests of the Company existing or hereafter authorized, which have the right (subject always to the rights of any class or series of preferred interests of the Company) to participate in the distribution of the assets and earnings of the Company without limit as to per share amount, including any shares of capital stock into which LLC Units may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to LLC Units, including, without limitation, with respect to any unit split or unit distribution, or a successor security.

“ Losses ” shall have the meaning set forth in Section 8(a) hereof.

“ Minority Member ” shall have the meaning set forth in the Preamble.

“ Participation Notice ” shall have the meaning set forth in Section 3(a) hereof.

“ Permitted Transferee ” shall have the meaning given to such term in the Investor Rights Agreement.

“ Person ” shall mean any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

“ Piggyback Notice ” shall have the meaning set forth in Section 4(a) hereof.

“ Piggyback Registration ” shall have the meaning set forth in Section 4(a) hereof.

“ Proceeding ” shall mean an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Prospectus ” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A

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promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ Public Offering ” shall mean the sale of LLC Units or common equity of the Alternative IPO Entity to the public pursuant to an effective Registration Statement (other than Form S-4 or Form S-8 or any similar or successor form) filed under the Securities Act.

“ Registrable Securities ” shall mean any LLC Units currently directly or indirectly held or hereafter acquired by the Shareholders, and any other securities issued or issuable with respect to any such LLC Units by way of share split, share dividend, recapitalization, exchange or similar event or otherwise. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144, (iii) they are eligible to be sold pursuant to Rule 144(b)(1)(i) under the Securities Act as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, (iv) they shall have ceased to be outstanding, or (v) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities. No Registrable Securities may be registered under more than one Registration Statement at any one time.

“ Registration Statement ” shall mean any registration statement of the Company or the Alternative IPO Entity (as the case may be) under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ SEC ” shall mean the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“ Shareholders ” shall have the meaning set forth in the Preamble.

“ Subscription Agreement ” shall mean the Contribution and Subscription Agreement by and between the Company and the Minority Member, dated as of August 12, 2008, as it may be amended, restated, modified or superseded from time to time.

“ underwritten registration ” or “ underwritten offering ” shall mean a registration in which securities of the Company are sold to or by an underwriter for reoffering to the public and, for greater certainty, unless otherwise specified herein, shall include both a “best efforts” underwritten offering and a “firm commitment” underwritten offering, as the case may be.

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Section 2. Holders of Registrable Securities . A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person directly or indirectly owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Shareholder.

Section 3. Demand Registrations .

(a) Requests for Registration . Subject to the following paragraphs of this Section 3(a), (i) prior to the date that is ten years after the date hereof the Initial Member, and on or after the date that is ten years after the date hereof the Initial Member and the Minority Member, shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of LLC Units (which may or may not be Registrable Securities) specified by the Initial Member or the Minority Member to be so sold in the initial Public Offering (an “ IPO Demand ”); (ii) following the initial Public Offering, each of the Initial Member and the Minority Member shall have the right, by delivering, directly or indirectly, a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered by the Initial Member or the Minority Member pursuant to the terms of this Agreement, (any such written notice pursuant to clause (i) or (ii), a “ Demand Notice ” and any such registration, a “ Demand Registration ”); provided , however , that, in each case, a Demand Notice may only be made if the Registrable Securities requested to be registered in such Demand Notice is reasonably expected by such demanding Shareholder to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission); provided , further that, unless the Initial Member shall otherwise consent, the Company shall not be obligated to file a Registration Statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided , however , that notwithstanding the foregoing, if a Demand Notice is delivered or caused to be delivered by the Minority Member pursuant to its right to make an IPO Demand under Section 3(a)(i), such notice shall be deemed to have been delivered on the date that is 120 days after the date that such notice is delivered by the Minority Member. During the 120 day period set forth in the immediately preceding sentence of this Section 3(a), the Company shall consult with the Initial Member and, if directed by the Initial Member, the Company shall prepare an Alternative IPO Entity for the initial Public Offering in accordance with Section 11 hereof and any demand made by the Minority Member shall thereafter be deemed to be a Demand Notice in respect of the IPO Units; provided that, prior to the date that is ten years after the date hereof, no Member (other than the Initial Member) shall be entitled to serve a Demand

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Notice in respect of the LLC Units or the IPO Units until the date that is 30 days after the final day of any lock-up period relating to the IPO agreed between the Alternative IPO Entity and the underwriters managing the IPO of the Alternative IPO Entity.

No Demand Registration or related Demand Notice shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Notice and Demand Registration in lieu thereof.

Within 10 days after receipt by the Company of an IPO Demand in accordance with clause (i) of the first paragraph of this Section 3(a), provided that the Member serving the IPO Demand proposes to include Registrable Securities held by such Member in the offering that is the subject of such IPO Demand, or a Demand Notice in accordance with clause (ii) of the first paragraph of this Section 3(a), the Company shall give written notice (the “ Participation Notice ”) of such IPO Demand or Demand Notice to all other Shareholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, offer to such Shareholders the opportunity to include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Participation Notice is given by the Company to such holders.

All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an initial Public Offering, the number of LLC Units to be issued or sold, and the intended methods of disposition thereof.

The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (two years for a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided , however , that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

(b) Priority on Demand Registration . If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation as between the Company and the selling holders:

(i) first , among the holders of Registrable Securities included in such Registration Statement who had delivered the applicable Demand Notice, pro rata among them on the basis of the relative number of shares of Registrable Securities requested to be included in such Registration Statement by each such demanding holder; and

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(ii) second , among the Company for LLC Units it has requested to include in such Demand Registration for its own account and any other Shareholders duly requesting inclusion of Registrable Securities in accordance with a Participation Notice, pro rata among them on the basis of the relative number of LLC Units requested to be included in such Registration Statement by each.

For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trust or affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided , that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling Shareholder, and any pro rata reduction (unless the managing underwriter requires a different allocation as between the Company and the selling holders) with respect to all entities and individuals comprising such single selling Shareholder as amongst themselves shall be based upon the proportionate ownership of Registrable Securities of each entity and individual included in such single selling Shareholder relative to the aggregate amount of Registrable Securities owned by all entities and individuals included in such single selling Shareholder. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

(c) Postponement of Demand Registration . The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by the chief executive officer or chief financial officer of the Company certifying that, in the good faith judgment of the board of directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p). If the Company shall so postpone the filing of

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a Registration Statement, the Shareholder requesting such registration shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders, and, for greater certainty, if the Shareholder that so withdraws such request is the Minority Member, such request shall not be considered one of the Minority Member’s two permitted Demand Notices pursuant to Section 3(e).

(d) Cancellation of a Demand Registration . Holders of a majority of the Registrable Securities which are to be registered in a particular offering pursuant to this Section 3 shall have the right to notify the Company that they have determined that the Registration Statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement, and, for greater certainty, in such circumstances if the Shareholder that requested such registration is the Minority Member, such request shall not be considered one of the Minority Member’s two permitted Demand Notices pursuant to Section 3(e).

(e) Number of Demand Notices . In connection with the provisions of this Section 3, (i) the Initial Member shall have an unlimited number of Demand Notices which it is permitted to deliver (or cause to be delivered) to the Company hereunder and (ii) the Minority Member shall have two Demand Notices which it is permitted to deliver (or cause to be delivered) to the Company hereunder.

(f) Registration Statement Form . If any registration requested pursuant to this Section 3 which is proposed by the Company to be effected by the filing of a Registration Statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten Public Offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of Registration Statement is of material importance to the success of such proposed offering or is otherwise required by applicable law, then such registration shall be effected on such other form.

Section 4. Piggyback Registration .

(a) Right to Piggyback . Except with respect to a Demand Registration or an initial Public Offering, the procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of LLC Units whether or not for sale of its own account (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “ Piggyback Notice ”) to all Shareholders holding Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (a “ Piggyback Registration ”). Subject to Section 4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at

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least three business days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days (two years for a shelf registration statement) after the effective date thereof and (ii) all Registrable Securities included in such Registration Statement have actually been sold.

(b) Priority on Piggyback Registrations . The Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit direct or indirect holders of Registrable Securities who have submitted a Piggyback Notice in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered for the account of holders of Registrable Securities (other than the Company) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the relative number of shares of Registrable Securities requested to be included in such Registration Statement by each such holder.

Section 5. Restrictions on Public Sale by Holders of Registrable Securities . Each Shareholder agrees, in connection with the initial Public Offering, and each holder of Registrable Securities agrees, in connection with any other underwritten Public Offering pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Registrable Securities, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration statement), pursuant to which such Public Offering shall be made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter.

If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee

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benefit or dividend reinvestment plan) for its own account, within 90 days (or such shorter periods as the managing underwriters may agree to with the Company) after the effective date of such registration, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter.

Section 6. Registration Procedures . If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 3 and Section 4 hereof, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as possible:

(a) prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein (including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act providing for an offering to be made on a continuous basis if so requested and if the Company is then eligible to use Form S-3 or other applicable Form); provided , however , that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary to comply with applicable law;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act;

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(c) notify each selling holder of Registrable Securities, its counsel and the managing underwriters, if any, promptly, and (if requested by any such P