**Exhibit 4(x)**

 

 

**THE DAYTON POWER AND LIGHT COMPANY**

 

**AND**

 

**THE BANK OF NEW YORK(formerly Irving Trust Company)**
| ***Trustee*** | ** ** |
|---------------|------------|

 

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**Forty-Fifth Supplemental Indenture**

 

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**Dated as of November 1, 2007**

** **

 

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THE DAYTON POWER AND LIGHT COMPANY

 

FORTY-FIFTH SUPPLEMENTAL INDENTUREDATED AS OF NOVEMBER 1, 2007

 

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**TABLE OF CONTENTS**

 
| ** **       | ** ** | ** **                                                                         | ** ** | **Page** |
|------------------|------------|------------------------------------------------------------------------------------|------------|----------|
|             |       |                                                                               |       |     |
| PARTIES          |       |                                                                               |       | 1        |
|             |       |                                                                               |       |     |
| RECITALS         |       |                                                                               |       | 1        |
|             |       |                                                                               |       |     |
| GRANTING CLAUSES |       | 7                                                                                  |
|             |       |                                                                               |       |     |
|  FIRST.     |       | REAL  PROPERTY AND INTERESTS IN REAL PROPERTY                                      |       | 8        |
|             |       |                                                                               |       |     |
| SECOND.          |       | ELECTRIC  GENERATING PLANTS                                                        |       | 8        |
|             |       |                                                                               |       |     |
| THIRD.           |       | TRANSMISSION  LINES                                                                |       | 8        |
|             |       |                                                                               |       |     |
| FOURTH.          |       | SUBSTATIONS  AND SUBSTATION SITES                                                  |       | 9        |
|             |       |                                                                               |       |     |
| FIFTH.           |       | ELECTRIC  DISTRIBUTION SYSTEMS                                                     |       | 9        |
|             |       |                                                                               |       |     |
| SIXTH.           |       | LIQUEFIED  PETROLEUM GAS PRODUCTION AND STORAGE FACILITIES                         |       | 9        |
|             |       |                                                                               |       |     |
| SEVENTH.         |       | GAS  DISTRIBUTION SYSTEMS                                                          |       | 9        |
|             |       |                                                                               |       |     |
| EIGHTH.          |       | OFFICE  AND DEPARTMENTAL BUILDINGS                                                 |       | 10       |
|             |       |                                                                               |       |     |
| NINTH.           |       | TELEPHONE  LINES                                                                   |       | 10       |
|             |       |                                                                               |       |     |
| TENTH.           |       | FRANCHISES                                                                         |       | 10       |
|             |       |                                                                               |       |     |
| ELEVENTH.        |       | OTHER  REAL ESTATE AND APPURTENANCES                                               |       | 11       |
|             |       |                                                                               |       |     |
| TWELFTH.         |       | PROPERTY  HEREAFTER TO BECOME SUBJECT TO THE LIEN OF THE FIRST MORTGAGE AS AMENDED |       | 12       |
|             |       |                                                                               |       |     |
| HABENDUM  CLAUSE |       | 12                                                                                 |
|             |       |                                                                               |       |     |
| SUBJECT  CLAUSE  |       | 12                                                                                 |
|             |       |                                                                               |       |     |
| GRANT  IN TRUST  |       | 13                                                                                 |

 

i

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| ARTICLE ONE.                            |   | BONDS OF THE VARIABLE RATE  POLLUTION CONTROL SERIES 2007 DUE 2040 AND ISSUE THEREOF                   |   | 13       |
|----------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|--------|----------|
| SECTION 1.                              |   | SERIES AND FORM OF NEW BONDS                                                                      |   | 13       |
| SECTION 2.                              |   | ISSUE OF NEW BONDS                                                                                          |   | 13       |
| SECTION 3.                              |   | DATES, INTEREST, ETC. OF NEW BONDS                                                                          |   | 13       |
| SECTION 4.                              |   | DEFINITIONS                                                                                                 |   | 14       |
| SECTION 5.                              |   | DENOMINATIONS AND EXCHANGEABILITY OF NEW BONDS;  TEMPORARY BONDS MAY BE AUTHENTICATED AND DELIVERED    |   | 14       |
| SECTION 6.                              |   | MANDATORY REDEMPTION                                                                                        |   | 15       |
| SECTION 7.                              |   | EXTRAORDINARY OPTIONAL REDEMPTION                                                                           |   | 15       |
| SECTION 8.                              |   | OPTIONAL REDEMPTION                                                                                         |   | 15       |
| SECTION 9.                              |   | NOTICE OF REDEMPTION                                                                                        |   | 16       |
| SECTION 10.                             |   | CANCELLATION                                                                                                |   | 16       |
| SECTION 11.                             |   | NEW BONDS DEEMED PAID IN ADDITIONAL CIRCUMSTANCES                                                           |   | 16       |
| SECTION 12.                             |   | SURRENDER OF NEW BONDS IN CERTAIN CIRCUMSTANCES                                                             |   | 17       |
| SECTION 13.                             |   | APPLICATION OF ARTICLE TEN OF FIRST MORTGAGE AS  AMENDED                                               |   | 17       |
| SECTION 14.                             |   | FORM OF NEW BONDS                                                                                      |   | 17       |
|                                         |   |                                                                                                        |   |     |
| ARTICLE TWO.                            |   | COVENANTS OF THE COMPANY                                                                                    |   | 17       |
| SECTION 1.                              |   | CONFIRMATION OF COVENANTS BY COMPANY IN FIRST  MORTGAGE                                                     |   | 17       |
| SECTION 2.                              |   | COVENANT OF THE COMPANY AND LEGAL OPINION AS TO  RECORDING                                                  |   | 17       |
|                                         |   |                                                                                                        |   |     |
| ARTICLE THREE.                          |   | MISCELLANEOUS                                                                                               |   | 18       |
| SECTION 1.                              |   | AUTHENTICATION AND DELIVERY OF NEW BONDS IN ADVANCE  OF THE RECORDING OF FORTY-FIFTH SUPPLEMENTAL INDENTURE |   | 18       |
| SECTION 2.                              |   | FORTY-FIFTH SUPPLEMENTAL INDENTURE TO FORM PART OF  FIRST MORTGAGE                                |   | 18       |
| SECTION 3.                              |   | DEFINITIONS IN FIRST MORTGAGE SHALL APPLY TO  FORTY-FIFTH SUPPLEMENTAL INDENTURE                            |   | 18       |
| SECTION 4.                              |   | EXECUTION IN COUNTERPARTS                                                                                   |   | 18       |
|                                         |   |                                                                                                        |   |     |
| TESTIMONIUM                                  |   |                                                                                                        |   | S-1      |
|                                         |   |                                                                                                        |   |     |
| SIGNATURES                                   |   |                                                                                                        |   | S-1, S-2 |
|                                         |   |                                                                                                        |   |     |
| ACKNOWLEDGMENTS                              |   | S-3, S-4                                                                                                    |
|                                         |   |                                                                                                        |
| Exhibit A –  Form of New Bond |   |                                                                                                        |

 

ii

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FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of November 1,2007, between THE DAYTON POWER AND LIGHT COMPANY, a corporation of the State ofOhio (hereinafter sometimes called the Company), party of the first part, andTHE BANK OF NEW YORK (formerly Irving Trust Company), a corporation of theState of New York (hereinafter sometimes called the Trustee), as Trustee, partyof the second part.

 

WHEREAS, the Company has heretofore executed anddelivered to Irving Trust Company (now The Bank of New York) a certainIndenture, dated as of October 1, 1935 (hereinafter sometimes called theFirst Mortgage), to secure the payment of the principal of and interest on anissue of bonds of the Company, unlimited in aggregate principal amount(hereinafter sometimes called the Bonds); and

 

WHEREAS, the Company has issued under the FirstMortgage its Bonds of a series known as the First and Refunding MortgageBonds, 31⁄2% Series Due 1960, authorized in unlimited aggregate principalamount, all of which have been redeemed or otherwise retired; and

 

WHEREAS, in Article Two of the First Mortgage itis provided in substance, among other things, that the Bonds may be issuedin series, the Bonds of each series maturing on such dates and bearinginterest at such rates, respectively, as the Board of Directors of the Company may determineprior to the authentication thereof; and

 

WHEREAS, the Company has heretofore executed anddelivered to the Trustee forty-four supplemental Indentures numbered, datedand, except as set forth below, providing for their respective series ofFirst Mortgage Bonds, all as set forth in the tabulation below:

 
| **Supplemental  Indenture** | ** ** | **Dated  As Of**       | ** ** | **Series  Provided For**   | ** ** | **Principal  Amount  Outstanding** |
|-----------------------------|------------|------------------------|------------|----------------------------|------------|------------------------------------|
|                        |       |                   |       |                       |       |                               |
| First                       |       | March 1,  1937    |       | 31/4%  Series  Due 1962    |       | None                               |
|                        |       |                   |       |                       |       |                               |
| Second                      |       | January 1,  1940  |       | 3% Series  Due 1970        |       | None                               |
|                        |       |                   |       |                       |       |                               |
| Third                       |       | October 1,  1945  |       | 23/4% Series  Due 1975     |       | None                               |
|                        |       |                   |       |                       |       |                               |
| Fourth                      |       | January 1,  1948  |       | 3% Series   Due 1978  |       | None                               |
|                        |       |                   |       |                       |       |                               |
| Fifth                       |       | December 1,  1948 |       | 3% Series A  Due 1978 |       | None                               |
|                        |       |                   |       |                       |       |                               |
| Sixth                       |       | February 1,  1952 |       | 31/4%  Series  Due 1982    |       | None                               |

 

1

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| **Supplemental  Indenture** | ** ** | **Dated  As Of**        | ** ** | **Series  Provided For**  | ** ** | **Principal  Amount  Outstanding** |
|-----------------------------|------------|-------------------------|------------|---------------------------|------------|------------------------------------|
|                        |       |                    |       |                      |       |                               |
| Seventh                     |       | September 1,  1954 |       | 3% Series  Due 1984       |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Eighth                      |       | November 1,  1957  |       | 5% Series  Due 1987       |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Ninth                       |       | March 1,  1960     |       | 51/8  % Series  Due 1990  |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Tenth                       |       | June 1,  1963      |       | 4.45% Series  Due 1993    |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Eleventh                    |       | May 1,  1967       |       | 55/8  % Series  Due 1997  |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Twelfth                     |       | June 15,  1968     |       | 63/4%  Series  Due 1998   |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Thirteenth                  |       | October 1,  1969   |       | 81/4%  Series  Due 1999   |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Fourteenth                  |       | June 1,  1970      |       | 91/2%  Series  Due 2000   |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Fifteenth                   |       | August 1,  1971    |       | 81/8  % Series  Due 2001  |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Sixteenth                   |       | October 3,  1972   |       | None issued               |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Seventeenth                 |       | November 1,  1973  |       | 8% Series  Due 2003       |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Eighteenth                  |       | October 1,  1974   |       | 101/8  % Series  Due 1981 |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Nineteenth                  |       | August 1,  1975    |       | 10.70% Series  Due 2005   |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Twentieth                   |       | November 15,  1976 |       | 83/4%  Series  Due 2006   |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Twenty-First                |       | April 15,  1977    |       | 6.35% Series  Due 2007    |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Twenty-Second               |       | October 15,  1977  |       | 81/2%  Series  Due 2007   |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Twenty-Third                |       | April 1,  1978     |       | 8.95% Series  Due 1998    |       | None                               |
|                        |       |                    |       |                      |       |                               |
| Twenty-Fourth               |       | November 1,  1978  |       | 91/2%  Series  Due 2003   |       | None                               |

 

2

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| **Supplemental  Indenture** | ** ** | **Dated  As Of**        | ** ** | **Series  Provided For**                          | ** ** | **Principal  Amount  Outstanding** |
|-----------------------------|------------|-------------------------|------------|---------------------------------------------------|------------|------------------------------------|
|                        |       |                    |       |                                              |       |                               |
| Twenty-Fifth                |       | August 1,  1979    |       | 101/4% Series  Due 1999                           |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Twenty-Sixth                |       | December 1,  1979  |       | 121/8 % Series  Due 2009                          |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Twenty-Seventh              |       | February 1,  1981  |       | 145/8 % Series  Due 1988                          |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Twenty-Eighth               |       | February 18,  1981 |       | 141/2% Series  Due 1988                           |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Twenty-Ninth                |       | September 1,  1981 |       | 17% Series  Due 1991                              |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirtieth                   |       | March 1,  1982     |       | 163/4% Series  Due 2012                           |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-First                |       | November 1,  1982  |       | 111/2% Series  Due 2012-A                         |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-Second               |       | November 1,  1982  |       | 111/2% Series  Due 2012-B                         |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-Third                |       | December 1,  1985  |       | 91/2% Series  Due 2015                            |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-Fourth               |       | April 1,  1986     |       | 9% Series  Due 2016                               |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-Fifth                |       | December 1,  1986  |       | 87/8 % Series  Due 2016                           |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-Sixth                |       | August 15,  1992   |       | 6.40% Pollution  Control Series  1992-A  Due 2027 |       | None                               |
|                        |       |                    |       |                                              |       |                               |
|                        |       |                    |       | 6.40% Pollution  Control Series  1992-B  Due 2027 |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-Seventh              |       | November 15,  1992 |       | 6.50% Pollution  Control Series  1992-C  Due 2022 |       | None                               |
|                        |       |                    |       |                                              |       |                               |
| Thirty-Eighth               |       | November 15,  1992 |       | 8.40% Series  Due 2022                            |       | None                               |

 

3

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| **Supplemental  Indenture** | ** ** | **Dated  As Of**        | ** ** | **Series  Provided For**                                | ** ** | **Principal  Amount  Outstanding** |
|-----------------------------|------------|-------------------------|------------|---------------------------------------------------------|------------|------------------------------------|
|                        |       |                    |       |                                                    |       |                               |
| Thirty-Ninth                |       | January 15,  1993  |       | 8.15% Series  Due 2026                                  |       | None                               |
|                        |       |                    |       |                                                    |       |                               |
| Fortieth                    |       | February 15,  1993 |       | 77/8 % Series  Due 2024                                 |       | None                               |
|                        |       |                    |       |                                                    |       |                               |
| Forty-First                 |       | February 1,  1999  |       | None issued                                             |       | None                               |
|                        |       |                    |       |                                                    |       |                               |
| Forty-Second                |       | September 1,  2003 |       | 5.125% Series  Due 2013                                 |       | $470,000,000                       |
|                        |       |                    |       |                                                    |       |                               |
| Forty-Third                 |       | August 1,  2005    |       | 4.80%  Pollution  Control Series  2005-A  Due 2034      |       | $41,300,000                        |
|                        |       |                    |       |                                                    |       |                               |
|                        |       |                    |       | 4.80%  Pollution  Control Series  2005-B  Due 2034      |       | $137,800,000                       |
|                        |       |                    |       |                                                    |       |                               |
|                        |       |                    |       | 4.70%  Pollution  Control  Series 2005-C  Due 2028 |       | $35,275,000                        |
|                        |       |                    |       |                                                    |       |                               |
| Forty-Fourth                |       | September 1,  2006 |       | 4.80%  Pollution  Control  Series 2006  Due 2036   |       | $100,000,000                       |

 

WHEREAS, said Eleventh Supplemental Indenture, whichcreated the 55/8 % Series Due1997, provided in its Article Three for certain amendments to the FirstMortgage, as theretofore amended, each such amendment to become effective onthe earliest date on which either (a) there shall not be any Bondsoutstanding of Series Due 1975, Series Due 1978, Series A, Due1978, Series Due 1982, Series Due 1984, or Series Due 1993, or (b) thereshall have been executed and delivered a supplemental indenture or indenturesembodying said amendment (either alone or with other amendments) consented toby the holders of seventy-five per centum (75%) in aggregate principalamount of the Bonds at the time outstanding of the series enumerated inthe foregoing clause (a), or of each said series of which Bonds arethen outstanding; and

 

4

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WHEREAS, said Fifteenth Supplemental Indenture, whichcreated the 81/8 % Series Due2001, provided (a) in its Article Four for an amendment to the FirstMortgage, as theretofore amended, to become effective on the date on which theamendments provided for by Section 3 of Article Three of saidEleventh Supplemental Indenture shall become effective and (b) in its Article Fivefor certain additional amendments to the First Mortgage, as theretoforeamended, to become effective on the earliest date on which either (i) thereshall not be any Bonds outstanding of Series Due 1975, Series Due1978, Series A, Due 1978, Series Due 1982, Series Due 1984, Series Due1993, Series Due 1997, Series Due 1998, Series Due 1999, or Series Due2000, or (ii) there shall have been executed and delivered a supplementalindenture or indentures embodying said amendments (either alone or with otheramendments) consented to by the holders of seventy-five per centum (75%)in aggregate principal amount of the Bonds at the time outstanding of the series enumeratedin the foregoing clause (i), or of each said series of which Bondsare then outstanding; and

 

WHEREAS, the Company has heretofore executed anddelivered to the Trustee a Sixteenth Supplemental Indenture dated as of October 3,1972, which provided in its Article One for an amendment of Article Fiveof the First Mortgage, as theretofore amended, altering the requirements forthe opinion of counsel to be delivered to the Trustee as a condition precedentto the authentication and delivery of additional Bonds under Article Fiveor the withdrawal of cash under Article Seven of the First Mortgage, astheretofore amended; and

 

WHEREAS, none of the Bonds of Series Due 1975, Series Due1978, Series A, Due 1978, Series Due 1982, Series Due 1984, or Series Due1993 remain outstanding and the amendments contained in said EleventhSupplemental Indenture have become effective; and

 

WHEREAS, none of the Bonds of Series Due 1975, Series Due1978, Series A, Due 1978, Series Due 1982, Series Due 1984, Series Due1993, Series Due 1997, Series Due 1998, Series Due 1999, or Series Due2000 remain outstanding and the amendments contained in said FifteenthSupplemental Indenture that did not theretofore become effective by virtue ofthe Sixteenth Supplemental Indenture have become effective; and

 

WHEREAS, said Forty-Second Supplemental Indenture,which created the 51/8 % Series Due2013, provided in its Article Two for certain amendments to the FirstMortgage, as theretofore amended, to become effective on the earliest date onwhich either (i) there shall not be any Bonds outstanding of 6.35% Series Due2007, Pollution Control Series 1992-A Due 2027, Pollution Control Series 1992-BDue 2027, Pollution Control Series 1992-C Due 2022, Series Due 2026and Series Due 2024, or (ii) there shall have been executed anddelivered a supplemental indenture or indentures embodying said amendment(either alone or with other amendments) consented to by the holders ofseventy-five per centum (75%) in aggregate principal amount of the Bondsat the time outstanding of the series enumerated in the foregoingclause (i); and

 

WHEREAS, none of the Bonds of 6.35% Series Due2007, Pollution Control Series 1992-A Due 2027, Pollution Control Series 1992-BDue 2027, Pollution Control Series 1992-C 

 

5

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Due 2022, Series Due 2026 and Series Due2024 remain outstanding and the amendments contained in said Forty-SecondSupplemental Indenture have become effective; and

 

WHEREAS, the First Mortgage as amended by the Firstthrough the Forty-Fourth Supplemental Indentures is hereinafter called theFirst Mortgage as amended; and

 

WHEREAS, it is provided in Article Seven of theFirst Mortgage as amended, among other things, that the Company may issueadditional Bonds thereunder upon the deposit with the Trustee of cash equal tothe principal amount of such additional Bonds to be issued; it is provided in Article Sixof the First Mortgage as amended, among other things, that if Bonds are paid,retired, redeemed, canceled or surrendered to the Trustee for cancellation(except when canceled pursuant to certain provisions of the First Mortgage asamended), the Company may issue additional Bonds thereunder in principalamount equivalent to the principal amount of the Bonds so paid, retired,redeemed, canceled or surrendered to the Trustee for cancellation; it isprovided in Article Five of the First Mortgage as amended, among otherthings, that the Company may issue additional Bonds thereunder upon thebasis of property additions in accordance with and subject to the conditions,provisions and limitations set forth in said Article Five; and it isprovided in Article Eighteen of the First Mortgage as amended, among otherthings, that the Company and the Trustee may from time to time enter intoone or more indentures supplemental to the First Mortgage as amended for thepurposes, among other things which may be therein set forth, to mortgageor pledge additional property under the First Mortgage as amended and toestablish the terms and provisions of any series of Bonds other than the31⁄2 % Series Due 1960; and

 

WHEREAS, the Company, pursuant to resolutions dulyadopted by its Board of Directors at a meeting of said Board of Directors dulycalled and held, has determined under and in accordance with the provisions ofthe First Mortgage as amended and of this Forty-Fifth Supplemental Indenture tocreate a new series of Bonds to be known as its First Mortgage Bonds,Variable Rate Pollution Control Series 2007 Due 2040 (hereinaftersometimes called the New Bonds), which shall be limited to the aggregateprincipal amount of $90,000,000; and

 

WHEREAS, the New Bonds are to be issued by the Companyto the Ohio Air Quality Development Authority (hereinafter called theAuthority), or its assignee, to evidence and secure the obligations of theCompany to repay the loan of the proceeds of the sale of the Project Bonds (ashereinafter defined) made by the Authority to the Company, pursuant to acertain Loan Agreement, dated as of November 1, 2007, between theAuthority and the Company (hereinafter called the Loan Agreement), to assist inthe financing of the Company’s portion of the cost of acquisition, constructionand installation of certain “air quality facilities” (as that term is definedand used in Section 3706.01, of the Ohio Revised Code) installed inconnection with: Units 7 and 8 at the Miami Fort Generating Station located inHamilton County, Ohio as to which the Company at the date hereof owns anundivided 36% interest as tenant in common with another public utility company,Unit 2 at the Killen Generating Station located in Adams County, Ohio as towhich the Company at the date hereof owns an undivided 67% interest as tenant incommon with another public utility company, Units 1-4 at the J. M. StuartGenerating Station located in Brown and Adams Counties, Ohio as to which theCompany at the date hereof owns an 

 

6

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undivided 35% interest as tenant in common with twoother public utility companies, and Unit 4 at the Conesville Generating Stationin Coshocton County, Ohio as to which the Company at the date hereof owns anundivided 16.5% interest as tenant in common with two other public utilitycompanies (such interests in said facilities being hereinafter called theProject); and

 

WHEREAS, the loan by the Authority in respect of theProject is to be funded by the proceeds derived from the sale by the Authorityof State of Ohio Collateralized Air Quality Development Revenue Bonds, 2007 Series A(The Dayton Power and Light Company Project), in the aggregate principal amountof $90,000,000 (hereinafter called the Project Bonds); and

 

WHEREAS, the Project Bonds are to be issued under a certainTrust Indenture, dated as of November 1, 2007 (hereinafter called theProject Bonds Indenture), between the Authority and The Bank of New York, asTrustee (hereinafter in such capacity called the Project Bond Trustee), and theNew Bonds are to be assigned by the Authority to the Project Bond Trustee assecurity for the payment of the principal of, and premium, if any, and intereston the Project Bonds and are to be delivered by the Company on behalf of theAuthority directly to the Project Bond Trustee; and

 

WHEREAS, the New Bonds and the Trustee’s certificateto be endorsed on all the New Bonds are to be respectively and substantially inthe forms established hereby and approved by the aforesaid resolutions, whichare substantially in the form of Exhibit A hereto; and

 

WHEREAS, at a meeting of the Board of Directors of theCompany, the Board of Directors adopted a resolution that authorized officersof the Company to approve the form, terms and provisions of this Forty-FifthSupplemental Indenture (including the form of the New Bonds), and theexecution by the Company of this Forty-Fifth Supplemental Indenture; and

 

WHEREAS, all things necessary to make the New Bondshereinafter described, when duly authenticated by the Trustee and issued by theCompany, valid, binding and legal obligations of the Company, and to make thisIndenture a valid and binding agreement supplemental to the First Mortgage asamended, have been done and performed.

 

NOW, THEREFORE, THIS INDENTURE WITNESSETH

 

that, in order further to secure the payment of allthe Bonds at any time issued and outstanding under the First Mortgage asamended or this Forty-Fifth Supplemental Indenture according to their tenor,purport and effect, as well the interest thereon as the principal thereof, andfurther to secure the performance and observance of all the covenants andconditions therein and in the First Mortgage as amended and herein contained,and further to set forth the terms and conditions upon which the New Bonds areto be issued, secured and held, and for and in consideration of the premisesand of the acceptance or purchase of the New Bonds by the holders or registeredowners thereof, and of the sum of one dollar, lawful money of the United Statesof America, to the Company duly paid by the Trustee at or before the ensealingand delivery of this Forty-Fifth Supplemental Indenture, the receipt whereof ishereby acknowledged, the Company has executed and delivered this Forty-FifthSupplemental Indenture, and has granted, bargained, 

 

7

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sold, released, conveyed, assigned, transferred,pledged, set over and confirmed, and by these presents does grant, bargain,sell, release, convey, assign, transfer, pledge, set over and confirm unto theTrustee, and to its successor or successors in said trust, and to it and itsand their assigns forever, and does hereby subject to the lien of the FirstMortgage as heretofore and hereby amended all the following describedproperties (all of which properties are included in and constitute a part ofthe “mortgaged property” and the “mortgaged and pledged property” as such termsare used and defined in the First Mortgage as heretofore and hereby amended andwhenever used in the First Mortgage as heretofore and hereby amended such termsinclude and refer to such properties), to wit:

 

# **FIRST.REAL PROPERTY AND INTERESTS IN REAL PROPERTY.**

# ** **

All and singular, all real property and interests inreal property acquired by the Company between September 1, 2006, the dateof the Forty-Fourth Supplemental Indenture, and the date of this Forty-FifthSupplemental Indenture, and owned by the Company at the latter date.

 

# **SECOND.ELECTRIC GENERATING PLANTS.**

# ** **

All electric generating plants and stations of theCompany acquired by it between September 1, 2006, the date of theForty-Fourth Supplemental Indenture, and the date of this Forty-FifthSupplemental Indenture, and owned by it at the latter date, including all powerhouses, buildings, structures and works, and the land on which the same aresituated, and all other lands and easements, rights-of-way, permits,privileges, towers, poles, wires, machinery, equipment, appliances,appurtenances and supplies forming a part of such plants and stations, orany of them, or occupied, enjoyed or used in connection therewith.

 

# **THIRD.TRANSMISSION LINES.**

# ** **

All electric overhead and underground transmissionlines of the Company acquired by it between September 1, 2006, the date ofthe Forty-Fourth Supplemental Indenture, and the date of this Forty-FifthSupplemental Indenture, and owned by it at the latter date, including towers,poles, pole lines, conduits, manholes, switching devices, insulators, and otherstructures, appliances, devices and equipment, and all the property forming a part thereofor appertaining thereto, and all service lines extending therefrom, togetherwith all real property, rights-of-way, easements, permits, privileges,franchises, and rights for or relating to the construction, maintenance oroperation thereof, through, over, under or upon any private property or anypublic way within as well as without the corporate limits of any municipalcorporation.

 

8

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# ** **

# **FOURTH.**

# ** **

# **SUBSTATIONS AND SUBSTATION SITES.**

# ** **

All substations and switching stations of the Companyacquired by it between September 1, 2006, the date of the Forty-FourthSupplemental Indenture, and the date of this Forty-Fifth SupplementalIndenture, and owned by it at the latter date, for transforming or otherwiseregulating electric current at any of its plants, together with all buildings,transformers, wires, cables, insulators, structures, appliances, devices,equipment and all other property, real or personal, forming a part of, orappertaining thereto, or used, occupied or enjoyed in connection with any ofsuch substations and switching stations.

 

# **FIFTH.**

# ** **

# **ELECTRIC DISTRIBUTION SYSTEMS.**

# ** **

All electric distribution systems of the Companyacquired by it between September 1, 2006, the date of the Forty-FourthSupplemental Indenture, and the date of this Forty-Fifth SupplementalIndenture, and owned by it at the latter date, including substations,transformers, switchboards, towers, poles, wires, insulators, conduits, cables,manholes, appliances, devices, equipment and all other property, real orpersonal, forming a part of or appertaining thereto, or used, occupied orenjoyed in connection with such distribution systems or any of them, togetherwith all rights-of-way, easements, permits, privileges, franchises, and rightsin or relating to the construction, maintenance or operation thereof, through,over, under or upon any private property or public ways within as well aswithout the corporate limits of any municipal corporation.

 

# **SIXTH.**

# ** **

# **LIQUEFIED PETROLEUM GAS PRODUCTIONAND STORAGE FACILITIES.**

# ** **

All additions to liquefied petroleum gas productionplants and storage facilities of the Company acquired by it between September 1,2006, the date of the Forty-Fourth Supplemental Indenture, and the date of thisForty-Fifth Supplemental Indenture, and owned by it at the latter date,including all buildings, structures, underground storage caverns, and works,and the land on which the same are situated, and all other lands and easements,rights-of-way, permits, privileges, pipe lines, machinery, equipment,appliances, appurtenances and supplies forming a part of such plants andstations, or any of them, or occupied, enjoyed or used in connection therewith.

 

# **SEVENTH.**

# ** **

# **GAS DISTRIBUTION SYSTEMS.**

# ** **

All gas distribution systems of the Company acquiredor constructed by it between September 1, 2006, the date of theForty-Fourth Supplemental Indenture, and the date of this

 

9

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Forty-Fifth Supplemental Indenture, and owned by it atthe latter date, for distribution of gas, including pipes, mains, conduits,meters, appliances, equipment, and all other property, real or personal,forming a part of or appertaining to or used, occupied or enjoyed inconnection with such distribution systems, or any of them, together with allrights-of-way, easements, permits, privileges, franchises and rights, for orrelating to the construction, maintenance or operation thereof, through, over,under or upon any private property or any public streets or highways, within aswell as without the corporate limits of any municipal corporation.

 

# **EIGHTH.**

# ** **

# **OFFICE AND DEPARTMENTAL BUILDINGS.**

# ** **

All office and departmental buildings of the Company,including the real estate on which such structures stand, acquired by itbetween September 1, 2006, the date of the Forty-Fourth SupplementalIndenture, and the date of this Forty-Fifth Supplemental Indenture, and ownedby it at the latter date, appertaining to, used, occupied or enjoyed inconnection with the rendition of public utility service.

 

# **NINTH.**

# ** **

# **TELEPHONE LINES.**

# ** **

All telephone lines of the Company acquired by itbetween September 1, 2006, the date of the Forty-Fourth SupplementalIndenture, and the date of this Forty-Fifth Supplemental Indenture, and ownedby it at the latter date, used or available for use in the operation of itsproperties or otherwise.

 

# **TENTH.**

# ** **

# **FRANCHISES.**

# ** **

All and singular the franchises, grants, immunities,privileges and rights of the Company granted to or acquired by it between September 1,2006, the date of the Forty-Fourth Supplemental Indenture, and the date of thisForty-Fifth Supplemental Indenture, and to which it was entitled at the latterdate, including all and singular the franchises, grants, immunities, privilegesand rights of the Company granted by all municipalities or politicalsubdivisions, and all right, title and interest therein owned by the Company onthe date of the execution of this Forty-Fifth Supplemental Indenture, and allrenewals, extensions and modifications of said franchises, grants, immunities,privileges and rights, or any of them, and of all other franchises, grants,immunities, privileges and rights now subject to the lien of the First Mortgageas amended.

 

10

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# **ELEVENTH.**

# ** **

# **OTHER REAL ESTATE ANDAPPURTENANCES.**

# ** **

A.                                   Allother real estate and interests in real estate and all other physical electricpower and light, gas and other property owned by the Company at the date ofexecution of this Forty-Fifth Supplemental Indenture.

 

B.                                     Allother real estate and interests in real estate and all other physical electricpower and light, gas and other property which the Company may hereafteracquire or construct.

 

C.                                     Allpresent and future appurtenances of the real estate and interests in realestate which now are, or hereafter shall be, subject to the lien of the FirstMortgage as amended, and all plants, works, buildings, structures, fixtures,improvements, betterments and additions now owned, or hereafter acquired orconstructed by the Company, upon any of the real estate which, or interests inwhich, now are or hereafter shall be subject to the lien of the First Mortgageas amended.

 

D.                                    Allcorporate rights, privileges, immunities and franchises, powers, licenses,easements, leases, contracts and other rights and all renewals and extensionsthereof held or acquired for use or used upon, or in connection with orappertaining to, any of the properties which now are or hereafter shall besubject to the lien of the First Mortgage as amended, or which the Company hasor may have the right to exercise in respect of any of said properties.

 

E.                                      Allmachinery, tools and equipment now owned or hereafter acquired by the Company,which now or hereafter belong or appertain to or are used in connection withthe plants, works, transmission lines, distribution systems, buildings,structures and fixtures which now are or hereafter shall be subject to the lienof the First Mortgage as amended.

 

Together with all and singular the tenements,hereditaments and appurtenances belonging or in any way appertaining to theaforesaid property or any part thereof, with the reversion and reversions,remainder and remainders, rents, issues, income and profits thereof, and allthe estate, right, title, interest and claim whatsoever at law or in equity,which the Company now has or which it may hereafter acquire in and to theaforesaid property and every part and parcel thereof.

 

It is not intended to include in the lien of the FirstMortgage as amended and this grant shall not be deemed to apply (1) to anyrevenues, earnings, rents, issues, income or profits of the mortgaged property,or any cash (except cash deposited with the Trustee pursuant to any of the provisionsof the First Mortgage as heretofore and hereby amended), or any bills, notes oraccounts receivable, contracts or choses in action, or any materials orsupplies or construction equipment, or any merchandise, equipment or apparatusmanufactured or acquired for the purpose of sale or resale in the usual courseof business, except in case of the happening of a completed default as definedin Section 1 of Article Twelve of the First Mortgage as heretoforeand hereby amended, and following such completed default, in case the Trusteeor a receiver or trustee shall enter upon and take possession of the mortgagedproperty, or (2) in any case, to any cars, trucks or other vehicles of anynature for the transportation of personnel, materials or equipment by any meanswhich may have been acquired after the effective date of the

 

11

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amendment to this Clause made by or pursuant to theprovisions of the Eleventh Supplemental Indenture, or to any bonds, notes,evidences of indebtedness, shares of stock or other securities, except such as may bespecifically subjected to the lien of the First Mortgage as amended.

 

# **TWELFTH.**

# ** **

# **PROPERTY HEREAFTER TO BECOMESUBJECT TO THE LIEN OF THE FIRST MORTGAGE AS AMENDED.**

# ** **

A.                                   Anyand all property, real, personal and mixed, including franchises, grants,immunities, privileges and rights, which the Company may hereafter acquireor to which it may hereafter become entitled, excepting, however, thefollowing property which is not intended to be subjected to the lien of theFirst Mortgage:  (1) any revenues,earnings, rents, issues, income or profits of the mortgaged property, or anycash (except cash deposited with the Trustee pursuant to any of the provisionsof the First Mortgage as heretofore and hereby amended), or any bills, notes oraccounts receivable, contracts or choses in action, or any materials orsupplies or construction equipment, or any merchandise, equipment or apparatusmanufactured or acquired for the purpose of sale or resale in the usual courseof business, except in case of the happening of a completed default as definedin Section 1 of Article Twelve of the First Mortgage as heretoforeand hereby amended, and following such completed default, in case the Trusteeor a receiver or trustee shall enter upon and take possession of the mortgagedproperty, or (2) in any case, any cars, trucks or other vehicles of anynature for the transportation of personnel, materials or equipment by anymeans, or any bonds, notes, evidences of indebtedness, shares of stock or othersecurities, except such as may be specifically subjected to the lien ofthe First Mortgage as amended.

 

B.                                     Anyand all property of every name and nature, including shares of stock, bonds,other securities or obligations and cars, trucks or other vehicles for thetransportation of personnel, materials or equipment by any means, which, fromtime to time after the execution of this Forty-Third Supplemental Indenture, bydelivery or by writing of any kind for the purposes hereof, shall have beenconveyed, mortgaged, pledged, assigned or transferred by, or by anyone onbehalf of, the Company to the Trustee, which is hereby authorized to receiveany property at any and all times, as and for additional security, and also,when and as provided in the First Mortgage as amended as and for substitutedsecurity, for the payment of the Bonds to be issued under the First Mortgage asamended, and to hold and apply any and all such property subject to the termshereof and of the First Mortgage as amended.

 

TO HAVE AND TO HOLD all such properties, real,personal and mixed, mortgaged, pledged or conveyed by the Company as aforesaid,or intended so to be, unto the Trustee and its successors and assigns forever.

 

SUBJECT, HOWEVER, as to property hereby conveyed, toliens for taxes, assessments and other charges levied or to be levied by theState of Ohio and any of the subdivisions thereof for the years 2006 and 2007and thereafter and, as to any property hereafter acquired by the Company and whichmay become subject to the lien of the First Mortgage as amended, to anylien or charge thereon existing at the time of the acquisition thereof by theCompany;

 

12

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IN TRUST NEVERTHELESS, upon and subject to the terms,conditions and stipulations hereinafter and in the First Mortgage as amendedset forth, for the equal and proportionate benefit and security of the holdersfrom time to time of the Bonds and interest coupons issued and to be issuedunder the First Mortgage as amended and this and other indentures supplementalthereto, without preference, priority or distinction as to lien or otherwise ofany of the Bonds and coupons over any others by reason of priority in time ofissue, sale or negotiation thereof or otherwise howsoever, and for the uses andpurposes and upon and subject to the terms, conditions, provisions andagreements in the Bonds and hereinafter and in the First Mortgage as amendedexpressed and declared.

 

## **ARTICLE ONE.**

##  

## **BONDS OF THE VARIABLE RATE POLLUTION CONTROLSERIES 2007 DUE 2040 AND ISSUE THEREOF.**

##  

SECTION 1.                                Series and Form ofNew Bonds. There shall be a series of Bonds designated “Variable RatePollution Control Series 2007 Due 2040,” each of which shall bear thedescriptive title First Mortgage Bond. The aggregate principal amount of NewBonds which may be outstanding under the First Mortgage as amended andthis Forty-Fifth Supplemental Indenture shall be limited to $90,000,000 exceptas provided in Section 9 of Article Two of the First Mortgage asamended.

 

SECTION 2.                                Issue of New Bonds.Upon the execution and delivery of this Forty-Fifth Supplemental Indenture andupon delivery of $90,000,000 aggregate principal amount of the New Bonds,executed by the Company, and upon compliance by the Company with the provisionsof Article Five, Article Six or Article Seven or any or all ofsaid Articles, as the case may be, of the First Mortgage as amended, theTrustee shall, without awaiting the filing or recording of this Forty-FifthSupplemental Indenture, authenticate the New Bonds and deliver the New Bonds asprovided in said Article Five, Article Six or Article Seven.

 

SECTION 3.                                Dates, Interest,Etc. of New Bonds. The New Bonds shall be dated as provided in Section 3of Article Two of the First Mortgage as amended; shall mature on November 1,2040; and shall bear interest from November 15, 2007 as provided in said Section 3of Article Two, at such rate or rates per annum as shall cause the amountof interest payable on each interest payment date (as hereinafter defined) onthe New Bonds to equal the amount of interest payable on such interest paymentdate on the corresponding Project Bonds, such interest to be payable on thesame date as interest is payable on said Project Bonds (each such date hereincalled an “interest payment date”), until the maturity of the New Bonds, or, inthe case of any such New Bonds duly called for redemption, until the redemptiondate, or in the case of any default by the Company in the payment of theprincipal due on any such New Bonds, until the Company’s obligation withrespect to the payment of the principal shall be discharged as provided in theFirst Mortgage, as amended. The amount of interest payable on each interestpayment date shall be computed on the same basis as the amount of interest iscomputed on the corresponding Project Bonds; provided, however,that the aggregate amount of interest payable on any interest payment dateshall not exceed an amount which results in an interest rate of more than theMaximum Interest Rate per annum on the aggregate principal amount of the NewBonds outstanding on that interest payment date.

 

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The Trustee shall be entitled to request, receive andconclusively rely upon the certification of the Project Bond Trustee of theinterest rate of, interest payment date of, Regular Record Date of and basis onwhich interest is computed for, each Project Bond, from time to time asnecessary to enable the Trustee to determine for the New Bonds theircorresponding interest rate, interest payment date, Record Date and basis onwhich interest shall be computed.

 

The interest payable on the New Bonds on any interestpayment date shall be paid to the holders in whose names such New Bonds areregistered on the Record Date, except that if the Company shall default in thepayment of any installment of interest on any New Bonds, such interest indefault shall be paid to the holders in whose names the New Bonds areregistered at the close of business on a date established for the payment ofsuch defaulted interest by the Company in any lawful manner. The New Bondsshall be payable as to both principal and interest in such coin or currency ofthe United States of America as at the time of payment is legal tender for thepayment of public and private debts, at the office or agency of the Company inthe Borough of Manhattan, The City of New York.

 

SECTION 4.                                Definitions. In addition to the words and terms defined in the FirstMortgage as amended, unless the context or use clearly indicates anothermeaning or intent, the following terms shall have the following meanings inthis Forty-Fifth Supplemental Indenture:

 

“Maximum Interest Rate”means the least of (a) 12% per annum and (b) the maximum rate ofinterest permitted under the law of the State of Ohio.

 

“Record Date” means the datewhich would be a “Regular Record Date” as defined in the Project BondsIndenture.

 

SECTION 5.                                Denominations andExchangeability of New Bonds; Temporary Bonds May Be Authenticated andDelivered. The New Bonds shall be issued in denominations of $5,000 and anyintegral multiple of $5,000.

 

Whenever any New Bond or New Bonds shall besurrendered at the office or agency of the Company in said Borough of Manhattanfor exchange for a New Bond or New Bonds of other authorized denomination ordenominations, the Company shall execute, and the Trustee shall authenticateand deliver, upon cancellation of the New Bond or New Bonds so surrendered, aNew Bond or New Bonds of such other authorized denomination or denominations oflike aggregate principal amount as the holder making the exchange shall haverequested and shall be entitled to receive. On presentation of any New Bondwhich is to be redeemed pursuant to the provisions of this Forty-FifthSupplemental Indenture in part only, the Company shall execute, and theTrustee shall authenticate and deliver, a New Bond or New Bonds in principalamount equal to the unredeemed portion of the New Bond so presented.

 

The Company shall not be required to (a) registera transfer of, or exchange, any New Bond during a period of fifteen (15)days next preceding any selection of New Bonds to be redeemed or (b) registera transfer of, or exchange, any New Bond which shall have been selected for redemptionin whole or in part.

 

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A service charge will not be made for any registrationof transfer or exchange of New Bonds, but the Company may require paymentof a sum sufficient to cover any stamp tax or other governmental charge payablein connection therewith.

 

Until definitive New Bonds shall be ready fordelivery, the Company may execute and, upon request of the Company, theTrustee shall authenticate and deliver, in lieu of such definitive New Bonds butsubject to the same provisions, limitations and conditions except as to thedenominations thereof, temporary printed or lithographed New Bonds as providedin Section 8 of Article One of the First Mortgage as amended. Suchtemporary New Bonds shall be exchangeable for definitive New Bonds, when readyfor delivery, in the manner provided in the First Mortgage as amended, andshall in all other respects be subject to and entitled to the benefits of theterms and provisions and lien of this Forty-Fifth Supplemental Indenture, andthe terms and provisions and lien of the First Mortgage as amended as thereinprovided.

 

SECTION 6.                                Mandatory Redemption.The New Bonds shall be subject to mandatory redemption by the Company prior tomaturity at any time in whole or in part at a redemption price of 100% ofthe principal amount to be redeemed, plus accrued and unpaid interest, if any,to the redemption date, upon receipt by the Trustee of notice from the ProjectBond Trustee to the effect that (a) the Company is required to delivermoneys to the Project Bond Trustee for the redemption of the correspondingProject Bonds in whole or in part, as the case may be, as provided in Section 6.3of the Loan Agreement and (b) an equivalent principal amount of suchProject Bonds are being concurrently called for redemption. Said notice shallspecify the redemption date of such New Bonds (which redemption date shall bethe same date as the redemption date specified in said notice for the ProjectBonds being currently redeemed). Any such redemption shall be made upon thenotice and in the manner provided in this Article One, subject to theprovisions of the First Mortgage as amended.

 

SECTION 7.                                ExtraordinaryOptional Redemption. The New Bonds shall be subject to redemption, at the optionof the Company, prior to maturity at any time, in whole or in part, at aredemption price of 100% of the principal amount to be redeemed, plus accruedand unpaid interest, if any, to the redemption date, upon receipt by theTrustee of an officers’ certificate to the effect that (a) the Company hasgiven notice to the Project Bond Trustee that the Company is exercising itsoption to direct the redemption of corresponding Project Bonds in whole or inpart, as provided in Section 6.2 of the Loan Agreement and (b) anequivalent principal amount of such Project Bonds are being concurrently calledfor redemption. Such officers’ certificate shall have attached to it a copy ofsaid notice to the Project Bond Trustee and shall specify the redemption dateof such New Bonds (which redemption date shall be not less than 45 days (unlessa shorter period shall be acceptable to the Trustee) after the date of themailing of such certificate and shall be the same date as the redemption datespecified in said attached notice for the Project Bonds being concurrentlyredeemed). Any such redemption shall be made upon the notice, which may beconditional as provided in Section 9 of this Article One, and in themanner provided in this Article One, subject to the provisions of theFirst Mortgage as amended.

 

SECTION 8.                                Optional Redemption.The New Bonds shall also be subject to redemption prior to maturity, at theoption of the Company, in whole or in part, at any time, at the same redemptionprice, plus accrued and unpaid interest, if any, to the redemption date, asshall be payable on the Project Bonds to be redeemed concurrently therewith,upon receipt by the Trustee

 

15

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of an officers’ certificate to the effect that (a) theCompany has given notice to the Project Bond Trustee that the Company isexercising its option to deliver moneys to the Project Bond Trustee for theredemption of corresponding Project Bonds in whole or in part, as the case may be,as provided in Section 6.1 of the Loan Agreement and (b) anequivalent principal amount of such Project Bonds are being concurrently calledfor redemption. Such officers’ certificate shall specify the principal amountof the New Bonds to be redeemed and the redemption price thereof, shall haveattached to it a copy of said notice to the Project Bond Trustee and shallspecify the redemption date of such New Bonds (which redemption date shall benot less than 45 days (unless a shorter period shall be acceptable to theTrustee) after the date of the mailing of such certificate and shall be thesame date as the redemption date specified in said attached notice for theProject Bonds being concurrently redeemed). Any such redemption shall be madeupon the notice, which may be conditional as provided in Section 9 ofthis Article One, and in the manner provided in this Article One,subject to the provisions of the First Mortgage as amended.

 

SECTION 9.                                Notice of Redemption.Subject to the provisions of the First Mortgage as amended, written notice ofredemption of the New Bonds pursuant to any of Sections 6, 7 or 8  of this Article One shall be given bythe Trustee by mailing, first class postage prepaid, or delivering by handto the registered owner of such New Bonds to be redeemed a notice of suchredemption at its last address as it shall appear upon the books of the Companyfor the registration of transfer of such New Bonds. Any notice of redemptionpursuant to said Sections 6, 7 or 8 shall be mailed or delivered by hand asleast 30 days and not earlier than 60 days before the redemption date;provided, however, that the registered owner or owners of all New Bonds may consentin writing to a shorter notice period, and such consent, if filed with theTrustee, shall be binding upon the Company and such registered owners and theirtransferees. In the case of any notice of redemption of New Bonds pursuant tosaid Sections 7 or 8, such notice shall state that such redemption isconditional to the same extent and with the same effect, if any, as the noticeof redemption of the Project Bonds being concurrently redeemed.

 

SECTION 10.                          Cancellation. In theevent any Project Bonds shall be purchased by the Company and surrendered bythe Company to the Project Bond Trustee for cancellation or shall be otherwisesurrendered to the Project Bond Trustee for cancellation pursuant to theProject Bonds Indenture (except upon exchange for other Project Bonds),corresponding New Bonds equivalent in principal amount to the Project Bonds sosurrendered shall be deemed to have been paid, but only when and to the extentthat (a) such payment of the principal amount of such New Bonds shall benoted by an agency of the Company on the schedule of payments on such NewBonds and (if such agency is not the Trustee) written notice by such agency ofsuch notation shall have been received by the Trustee or (b) such NewBonds shall have been surrendered to and cancelled by the Trustee as providedin Section 12 of this Article One.

 

SECTION 11.                          New Bonds Deemed Paid inAdditional Circumstances. In the event and to the extent the principal of,or premium, if any, or interest on any Project Bonds shall be paid, whether atmaturity, upon redemption or otherwise, out of funds held by the Project BondTrustee or out of any other funds or shall otherwise be deemed to be paid, anequal amount of principal or premium, if any, or interest, as the case may be,payable with respect to an aggregate principal amount of corresponding NewBonds equal to an aggregate principal amount of such Project Bonds shall bedeemed to have been paid, but, in the case of such payment of principal of suchNew Bonds, only when and to the extent that (a) such payment of theprincipal amount

 

16

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thereof shall be noted by an agency of the Company onthe schedule of payments on such New Bonds and (if such agency is not theTrustee) written notice by such agency of such notation shall have beenreceived by the Trustee or (b) such New Bonds shall have been surrenderedto and cancelled by the Trustee as provided in Section 12 of this Article One.

 

SECTION 12.                          Surrender of New Bonds inCertain Circumstances. When payment of any principal amount of a New Bondis made as provided in Section 10 or 11 of this Article One, the registeredowner thereof shall surrender it to an agency of the Company for notation andnotification or to the Trustee for cancellation as provided in such Section. AllNew Bonds deemed to have been paid in full as provided in Section 10 or 11of this Article One shall be surrendered to the Trustee for cancellationand the Trustee shall forthwith cancel the same. In the event that part ofa New Bond shall be deemed to have been paid as provided in said Section 10or 11, the registered owner may at its option surrender such New Bond tothe Trustee for cancellation, in which event the Trustee shall cancel such NewBond and the Company shall execute and the Trustee shall authenticate anddeliver, without charge to the registered owner, New Bonds in such authorizeddenominations as shall be specified by the registered owner in an aggregateprincipal amount equal to  the unpaidbalance of the principal amount of such surrendered New Bond.

 

SECTION 13.                          Application of Article Tenof First Mortgage as Amended. Except as in this Forty-Fifth SupplementalIndenture otherwise provided with respect to any matter or question, theprovisions of Article Ten of the First Mortgage as amended shall beapplicable in the case of the redemption of all or any part of the NewBonds at any time outstanding. The term “officers’ certificate” as used in thisArticle One shall mean a certificate signed by the President or a VicePresident and any other Vice President, the Treasurer, Assistant Treasurer, theSecretary or Assistant Secretary or any other officer of the Company.

 

SECTION 14.                          Form of New Bonds.The New Bonds shall be in fully registered form only. The form of theNew Bonds, and of the Trustee’s certificate of authentication thereon, shall besubstantially as set forth in Exhibit A.

 

## **ARTICLE TWO.**

##  

## **COVENANTS OF THE COMPANY.**

##  

SECTION 1.                                All covenants andagreements by the Company in the First Mortgage as heretofore and herebyamended are hereby confirmed.

 

SECTION 2.                                Promptly after theexecution and delivery of this Forty-Fifth Supplemental Indenture, the Companywill take such action with respect to the recording, filing, re-recording andrefiling of the First Mortgage as amended and this Forty-Fifth SupplementalIndenture as may be necessary to make effective the lien intended to becreated hereby, and will furnish to the Trustee an opinion of counsel selectedby the Company and satisfactory to the Trustee (who may be of counsel tothe Company) either (a) stating that in the opinion of such counsel suchaction has been taken with respect to the recording, filing, re-recording andrefiling of the First Mortgage as amended and this Forty-Fifth SupplementalIndenture as to make effective the lien

 

17

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intended to be created thereby, and reciting thedetails of such action, or (b) stating that in the opinion of such counselno such action is necessary to make such lien effective.

 

## **ARTICLE THREE.**

##  

## **MISCELLANEOUS.**

##  

SECTION 1.                                The New Bonds may beauthenticated and delivered by the Trustee and issued by the Company in advanceof the recording or filing of this Forty-Fifth Supplemental Indenture.

 

SECTION 2.                                The provisions of thisForty-Fifth Supplemental Indenture shall become effective immediately upon theexecution and delivery hereof  From and afterthe initial issue of the New Bonds, this Forty-Fifth Supplemental Indentureshall form a part of the First Mortgage and all the terms andconditions herein contained shall be deemed to be part of the terms of theFirst Mortgage, as fully and with the same effect as if all the terms andprovisions of this Forty-Fifth Supplemental Indenture had been set forth in theFirst Mortgage as originally executed. Except as modified or amended by thisForty-Fifth Supplemental Indenture, the First Mortgage as amended shall remainand continue in full force and effect in accordance with the terms andprovisions thereof, and all the covenants, conditions, terms and provisions ofthe First Mortgage, as heretofore modified and amended and as further modifiedand amended by this Forty-Fifth Supplemental Indenture, shall be applicablewith respect to the New Bonds, except insofar as such covenants, conditions,terms and provisions are limited and applicable only to the Bonds of another orother series, or are expressed to continue only so long as Bonds of another orother series are outstanding, and all the covenants, conditions, terms andprovisions of the First Mortgage as amended with respect to the Trustee shallremain in full force and effect and be applicable to the Trustee under thisForty-Fifth Supplemental Indenture in the same manner as though set out hereinat length. All representations and recitals contained in this Forty-FifthSupplemental Indenture and in the New Bonds (save only the Trustee’scertificates upon said New Bonds) are made by and on behalf of the Company, andthe Trustee is in no way responsible therefor or for any statement thereincontained.

 

SECTION 3.                                The terms defined in Article Oneof the First Mortgage as heretofore and hereby amended, when used in thisForty-Fifth Supplemental Indenture, shall, respectively, have the meanings setforth in said Article One.

 

SECTION 4.                                This Forty-FifthSupplemental Indenture may be simultaneously executed in severalcounterparts and each counterpart shall be an original instrument.

 

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IN WITNESS WHEREOF, THE DAYTON POWER AND LIGHT COMPANYhas caused this instrument to be signed on its behalf by its President or aVice President and its corporate seal to be hereunto affixed and attested byits Corporate Secretary or a Corporate Assistant Secretary, in the City ofDayton, Ohio, and THE BANK OF NEW YORK has caused this instrument to be signedon its behalf by a Vice President or an Assistant Vice President and itscorporate seal to be hereunto affixed and attested by a Vice President, AssistantVice President or an Assistant Treasurer, in The City of New York, New York, asof the day and year first above written.

 

 
|                                            |   | THE DAYTON POWER  AND LIGHT    COMPANY |
|-------------------------------------------------|--------|--------------------------------------------------|
|                                            |   |                                             |
|                                            |   | By                                               |   |
|                                            |   |                                             | Joseph R. Boni III,  Vice President and |
|                                            |   |                                             | Treasurer |
|                                            |   |                                             |
| [SEAL]                                          |   |                                             |
|                                            |   |                                             |
| Attest:                                         |   |                                             |
|                                            |   |                                             |
|                                            |   |                                             |
| Timothy G. Rice                                 |   |                                             |
| Interim Senior  Vice President, General Counsel |   |                                             |
| and Corporate  Secretary                        |   |                                             |
|                                            |   |                                             |
| Signed and  acknowledged in our presence by     |   |                                             |
| The Dayton Power  and Light Company             |   |                                             |
|                                            |   |                                             |
|                                            |   |                                             |
|                                            |   |                                             |
|                                            |   |                                             |
|                                            |   |                                             |

 

S-1

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[Forty-Fifth Supplemental Indenture, dated as of November 1,2007, to Indenture dated as of October 1, 1935, executed by The DaytonPower and Light Company to Irving Trust Company (now The Bank of New York), asTrustee]

 

 
|                                        |   | THE BANK OF NEW YORK,         |
|---------------------------------------------|--------|-------------------------------|
|                                        |   |    as  Trustee |
|                                        |   |                          |
|                                        |   |                          |
|                                        |   | By                            |   |
|                                        |   |                          | Carlos R. Luciano |
|                                        |   |                          | Vice President |
|                                        |   |                          |
| [SEAL]                                      |   |                          |
|                                        |   |                          |
| Attest:                                     |   |                          |
|                                        |   |                          |
|                                        |   |                          |
|                                        |   |                          |
|                                        |   |                          |
| Signed and  acknowledged in our presence by |   |                          |
| The Bank of New  York                       |   |                          |
|                                        |   |                          |
|                                        |   |                          |
|                                        |   |                          |
|                                        |   |                          |
|                                        |   |                          |

 

S-2

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| STATE OF NEW  YORK, | ) | ss.:   |   |   |
|---------------------|---|--------|--------|--------|
| COUNTY OF NEW  YORK | ) |   |   |   |

 

On this 14th day of November, 2007,personally appeared before me, a Notary Public within and for said County inthe State aforesaid, Joseph R. Boni III, and Timothy G. Rice, to me known andknown to me to be, respectively, the Vice President and Treasurer and theInterim Senior Vice President, General Counsel and Corporate Secretary of THEDAYTON POWER AND LIGHT COMPANY, one of the corporations which executed theforegoing instrument, who severally acknowledged that they did sign and sealsaid instrument as such Senior Vice President and Treasurer and Interim SeniorVice President, General Counsel and Corporate Secretary for and on behalf ofsaid corporation and that the same is their free act and deed as such VicePresident and Treasurer and Interim Senior Vice President, General Counsel andCorporate Secretary, respectively, and the free and corporate act and deed ofsaid corporation; and said Joseph R. Boni III, being by me duly sworn, diddepose and say: that he resides in Delaware County, Pennsylvania; that he isthe Vice President and Treasurer of THE DAYTON POWER AND LIGHT COMPANY, one ofthe corporations described in and which executed the above instrument; that heknows the seal of said corporation; that the seal affixed to said instrument issuch corporate seal; that it was so affixed by order of the Board of Directorsof said corporation; and that he signed his name thereto by like order.

 

IN WITNESS WHEREOF I have hereunto set my hand andofficial seal.

 
| [SEAL] |
|--------|
|   |
|   |   |

 

S-3

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| STATE OF NEW  YORK, | ) | ss.:   |   |   |
|---------------------|---|--------|--------|--------|
| COUNTY OF NEW  YORK | ) |   |   |   |

 

On this [  ] day of November, 2007,personally appeared before me, a Notary Public within and for said County inthe State aforesaid, Carlos R. Luciano and                  ,to me known and known to me to be, respectively, a Vice President and                  of THE BANK OF NEW YORK, one of the corporations which executed the foregoinginstrument, who severally acknowledged that they did sign and seal saidinstrument as such Vice President and                for and on behalf of said corporation and that the same is their free act anddeed as such Vice President and              ,respectively, and the free and corporate act and deed of said corporation; andsaid Carlos R. Luciano being by me duly sworn, did depose and say: that heresides in Queens, New York; that he is a Vice President of THE BANK OF NEWYORK, one of the corporations described in and which executed the aboveinstrument; that he knows the seal of said corporation; that the seal affixedto said instrument is such corporate seal; that it was so affixed by order ofthe Board of Directors of such corporation; and that he signed his name theretoby like order.

 

IN WITNESS WHEREOF I have hereunto set my hand andofficial seal.

 

 
| [SEAL] |                               |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   |                               |
|   |                               |
|   | This instrument prepared by        |
|   |                               |
|   |                               |
|   | Timothy G. Rice, Esq.         |
|   | Attorney at Law                    |
|   | The Dayton Power and Light Company |
|   | 1065 Woodman Drive                 |
|   | Dayton, Ohio 45432                 |

 

S-4

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EXHIBIT A

 

[FORM OF NEW BOND]

 

This bond is not transferable except to a successortrustee under the Trust Indenture, dated as of November 1, 2007, betweenOhio Air Quality Development Authority relating to its Collateralized AirQuality Development Revenue Bonds, 2007 Series A (The Dayton Power andLight Company Project) and The Bank of New York as Trustee.

 
| **No.** | ** ** | **$** | [    | **]** |
|---------|------------|-------|---------------------|-------|

 

THE DAYTON POWER AND LIGHT COMPANY(Incorporated under the laws of the State of Ohio)

 

First Mortgage Bond,Variable Rate Pollution Control Series 2007 Due 2040Due November 1, 2040

 

THE DAYTON POWER AND LIGHT COMPANY, a corporation ofthe State of Ohio (hereinafter called the Company), for value received, herebypromises to pay to[                      ],as Project Bond Trustee (as hereinafter defined) or registered assigns, on November 1,2040, at the office or agency of the Company in the Borough of Manhattan, TheCity of New York, $[  ] Dollars in such coin or currency of theUnited States of America as at the time of payment is legal tender for thepayment of public and private debts, and to pay to the registered owner hereofinterest thereon from the interest payment date to which interest has been paidor duly provided for last preceding the date hereof (unless the date hereof isan interest payment date to which interest has been paid or duly provided for,in which case from the date hereof, or, if no interest has been paid or dulyprovided for, from November 15, 2007), at such rate or rates per annum oneach interest payment date (as hereinafter defined) as shall cause the amountof interest payable on such interest payment date on this Bond to equal theamount of interest payable on such interest payment date on the correspondingProject Bonds (as hereinafter defined), such interest to be payable on the samedates as interest is payable on said Project Bonds (each such date hereincalled “an interest payment date”) until the maturity of this Bond, or if thisBond shall be duly called for redemption, until the redemption date, or if theCompany shall default in the payment of the principal amount of this Bond,until the Company’s obligation with respect to the payment of such principalshall be discharged as provided in the Indenture (as hereinafter defined). Theamount of interest payable on each interest payment date shall be computed onthe same basis as the amount of interest is computed on the corresponding saidProject Bonds; provided, however, that the aggregate amount of interest payableon any interest payment date shall not exceed an amount which results in aninterest rate of more than the Maximum Interest Rate (as such term is definedin the Forty-Fifth Supplemental Indenture referred to herein) per annum on theaggregate principal amount of the New Bonds (as hereinafter defined)outstanding on that interest payment date.

 

A-1

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The interest payable on any interest payment dateshall be paid to the holder in whose name this Bond is registered on the RecordDate (as such term is defined in the Forty-Fifth Supplemental Indenturereferred to above), except that if the Company shall default in the payment ofany installment of interest on this Bond, such interest in default shall bepaid to the holder in whose name this Bond is registered at the close ofbusiness on a date established for the payment of such defaulted interest bythe Company in any lawful manner. This Bond shall be payable as to principal,premium, if any, and interest in such coin or currency of the United States ofAmerica as at the time of payment is legal tender for the payment of public andprivate debts, at the office or agency of the Company in the Borough ofManhattan, The City of New York.

 

This Bond is one of an issue of First Mortgage Bonds(hereinafter called the Bonds) of the Company issued and to be issued in series underand pursuant to and equally secured by an indenture of mortgage and deed oftrust dated as of October 1, 1935, executed by the Company to Irving TrustCompany (now The Bank of New York), as Trustee, as said indenture has beenamended and supplemented as hereinafter stated, and is one of a series ofsaid First Mortgage Bonds, which series is designated as the First MortgageBonds, Variable Rate Pollution Control Series 2007 Due 2040, of theCompany (hereinafter called the New Bonds) created and described in aForty-Fifth Supplemental Indenture dated as of November 1, 2007, executedby the Company to The Bank of New York, as Trustee. Subsequent to the executionand delivery of said indenture of mortgage and deed of trust there have beenexecuted and delivered forty-five indentures supplemental thereto, includingsaid Forty-Fifth Supplemental Indenture dated as of November 1, 2007,supplementing and amending as therein set forth certain provisions thereof. Saidindenture of mortgage and deed of trust and such supplemental indenturescollectively are hereinafter sometimes called the “Indenture.”

 

For a description of the property mortgaged andpledged, the nature and extent of the security, the rights of the holders ofthe Bonds and of the Trustee therein and thereto, the duties and immunities ofthe Trustee, and the terms and conditions upon which the Bonds are issued andsecured, reference is hereby made to the Indenture. The rights and obligationsof the Company and of the holders and registered owners of the Bonds of thisissue may be modified or amended at the request of the Company by anindenture or indentures supplemental to the Indenture, executed pursuant to theconsent in writing of the holders or registered owners of a majority inprincipal amount of the Bonds then outstanding affected by such modification oramendment, all in the manner and subject to the limitations set forth in theIndenture, any consent by the holder or registered owner of any Bond beingconclusive and binding upon such holder or registered owner and upon all futureholders and owners of such Bond, irrespective of whether or not any notation ofsuch consent is made upon such Bond; provided that no such modification oramendment by such supplemental indenture shall extend the maturity of, orreduce the rate of interest on, or otherwise modify the terms of payment of theprincipal or interest of, this Bond, which obligations are absolute andunconditional, nor permit the creation of any lien ranking prior to or equalwith the lien of the Indenture on any of the mortgaged property. The New Bondsare to be issued by the Company to the Ohio Air Quality Development Authority(hereinafter called the Authority), or its assignee, to evidence and secure theobligations of the Company to repay the loan of the proceeds of the sale of theProject Bonds (as hereinafter defined) made by the Authority to the Company,pursuant to a certain Loan Agreement, dated as of November 1, 2007,between the Authority and the Company, to assist in

 

A-2

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the financing of the Company’s portion of the cost ofacquisition, construction and installation of certain air quality facilities(as that term is defined and used in Section 3706.01 of the Ohio RevisedCode) installed in connection with: Units 7 and 8 at the Miami Fort GeneratingStation located in Hamilton County, Ohio as to which the Company at the datehereof owns an undivided 36% interest as tenant in common with another publicutility company; Unit 2 at the Killen Generating Station located in AdamsCounty, Ohio as to which the Company at the date hereof owns an undivided 67% interestas tenant in common with another public utility company; Units 1-4 at the J. M.Stuart Generating Station located in Brown and Adams Counties, Ohio as to whichthe Company at the date hereof owns an undivided 35% interest as tenant incommon with two other public utility companies; and Unit 4 at the ConesvilleGenerating Station in Coshocton County, Ohio as to which the Company at thedate hereof owns an undivided 16.5% interest as tenant in common with two otherpublic utility companies (such interests in said facilities being hereinaftercalled the Project). The loan by the Authority in respect of the Project is tobe funded by the proceeds derived from the sale by the Authority of State ofOhio Collateralized Air Quality Development Revenue Bonds, 2007 Series A(The Dayton Power and Light Company Project) in the aggregate principal amountof $90,000,000 (hereinafter called the Project Bonds). The Project Bonds are tobe issued under a certain Trust Indenture, dated as of November 1, 2007(hereinafter called the Project Bonds Indenture), between the Authority and TheBank of New York, as Trustee (hereinafter in such capacity called the ProjectBond Trustee) and the New Bonds are to be assigned by the Authority to theProject Bond Trustee as security for the payment of the principal of, andpremium, if any, and interest on, the Project Bonds and are to be delivered bythe Company on behalf of the Authority directly to the Project Bond Trustee.The New Bonds shall not be assignable or transferable except as may berequired to effect a transfer to any successor trustee under the Project BondIndenture, or, subject to compliance with applicable law, as may beinvolved in the course of the exercise of rights and remedies consequent uponan Event of Default under the Project Bond Indenture.

 

In the event any Project Bonds shall be surrendered tothe Project Bond Trustee for cancellation pursuant to the Project BondsIndenture (except upon exchange for other Project Bonds), New Bonds equivalentin principal amount to such Project Bonds shall be deemed to have been paid,but only when and to the extent (a) so noted on the schedule ofpayments hereon by an agency of the Company and (if such agency is not theTrustee) written notice by such agency of such notation has been received bythe Trustee or (b) such New Bond is surrendered to and canceled by theTrustee as provided in the next paragraph; and in the event and to the extentthe principal of, or premium, if any, or interest on, any Project Bonds shallbe paid or deemed to be paid, an equal amount of principal or premium, if any,or interest, as the case may be, payable with respect to an aggregateprincipal amount of corresponding New Bonds equal to the aggregate principalamount of such Project Bonds shall be deemed to have been paid, but, in thecase of such payment of principal, only when and to the extent (i) sonoted on the schedule of payments hereon by an agency of the Company and(if such agency is not the Trustee) written notice by such agency of such notationhas been received by the Trustee or (ii) such New Bond is surrendered toand canceled by the Trustee as provided in the next paragraph. When any suchpayment of principal of this Bond is made, it shall be surrendered by theregistered owner hereof to an agency of the Company for such notation andnotification or to the Trustee for cancellation.

 

A-3

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In the event that this Bond shall be deemed to havebeen paid in full, this Bond shall be surrendered to the Trustee forcancellation. In the event that this Bond shall be deemed to have been paid inpart, this Bond may, at the option of the registered owner, be surrendered tothe Trustee for cancellation, in which event the Trustee shall cancel this Bondand the Company shall execute and the Trustee shall authenticate and deliverNew Bonds in authorized denominations in aggregate principal amount equal tothe unpaid balance of the principal amount of this Bond.

 

The New Bonds are subject to mandatory redemption bythe Company prior to maturity at any time in whole or in part as providedin Section 6 of Article One of the Forty-Fifth Supplemental Indentureat a redemption price of 100% of the principal amount to be redeemed, plusaccrued interest, if any, to the redemption date.

 

The New Bonds are subject to optional redemption bythe Company prior to maturity at any time in whole or in part as providedin Section 7 of Article One of the Forty-Fifth Supplemental Indentureat a redemption price equal to 100% of the principal amount to be redeemed,plus accrued interest, if any, to the redemption date.

 

The New Bonds are subject to optional redemption bythe Company prior to maturity at any time in whole or in part as providedin Section 8 of Article One of the Forty-Fifth Supplemental Indentureat the same redemption price, plus accrued interest, if any, to the redemptiondate, as shall be payable on the Project Bonds to be redeemed concurrentlytherewith.

 

Any redemption of the New Bonds shall be made afterwritten notice to the registered owner of such New Bonds, sent by the Trusteeby mail, first class postage prepaid, or hand delivered at least 30 daysand not earlier than 60 days before the redemption date, unless a shorternotice period is consented to in writing by the registered owner or owners ofall New Bonds and such consent is filed with the Trustee, and shall be made inthe manner provided in Section 9 of Article One of the Forty-FifthSupplemental Indenture, subject to the provisions of the First Mortgage asamended.

 

The principal hereof may be declared or may becomedue on the conditions, in the manner and at the time set forth in theIndenture, upon the happening of a completed default as provided in theIndenture.

 

This Bond may be exchanged for a like principalamount of other New Bonds, or transferred as prescribed in the Indenture by theregistered owner hereof in person, or by his duly authorized attorney, at theoffice or agency of the Company in the Borough of Manhattan, The City of NewYork, upon surrender and cancellation of this Bond and thereupon a newregistered New Bond or New Bonds without coupons for a like principal amountand of authorized denominations will be issued in exchange therefor as providedin the Indenture. The Company and the Trustee may deem and treat theperson in whose name this Bond is registered as the absolute owner hereof forthe purpose of receiving payment of or on account of the principal and premium,if any, and interest due hereon and for all other purposes.

 

A-4

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No service charge will be made for any such exchangeor transfer of New Bonds, but the Company may require payment of a sumsufficient to cover any stamp tax or other governmental charge payable inconnection therewith.

 

The New Bonds are issuable as registered Bonds withoutcoupons in denominations of $5,000 and any integral multiple of $5,000.

 

No recourse shall be had for the payment of theprincipal of, or premium, if any, or interest on, this Bond, or under or uponany obligation, covenant or agreement contained in the Indenture, against anyincorporator, or any past, present, or future subscriber to capital stock,shareholder, officer or director, as such, of the Company or of any predecessoror successor corporation, either directly or through the Company or anypredecessor or successor corporation, under any present or future rule oflaw, statute or constitution or by the enforcement of any assessment orotherwise, all such liability of incorporators, subscribers, shareholders,officers and directors being released by the registered owner hereof by theacceptance of this Bond and being likewise waived and released by the terms ofthe Indenture.

 

This Bond shall not become valid or obligatory for anypurpose until The Bank of New York, the Trustee under the Indenture, or itssuccessor thereunder, shall have signed the form of certificate endorsedhereon.

 

IN WITNESS WHEREOF, The Dayton Power and Light Companyhas caused this Bond to be executed in its name by the manual or facsimilesignature of its President or any Vice President and its corporate seal to behereunto affixed or a facsimile thereof reproduced hereon and attested by themanual or facsimile signature of its Corporate Secretary or an AssistantCorporate Secretary.

 
| Dated:  |                                 |
|---------|--------------------------------------|
|    |                                 |
|    |                                 |
|    | THE DAYTON POWER AND  LIGHT  COMPANY |
|    |                                 |
|    |                                 |
|    | By:                                  |   |
|    |                                 | [President] [Vice  President] |
|    |                                 |
|    |                                 |
| Attest: |                                 |   |   |
|    | [Corporate Secretary]                |   |
|    | [Assistant Corporate  Secretary]     |   |
|         |                                      |  |  |  |

 

A-5

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**TRUSTEE’S CERTIFICATE**

 

This Bond is one of the Bonds of the Series designatedtherein, described in the within-mentioned Indenture.

 

 
|   | THE BANK OF NEW YORK,  as Trustee |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |
|   |                              | Authorized Signatory |

 

A-6

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SCHEDULE OF PAYMENTS

 

 
| **Principal  Payment** | ** ** | **Unpaid Principal  Amount** | ** ** | **Redemption  Premium** | ** ** | **Interest  Payment** | ** ** | **Agency of the Company  Making Notation** | ** ** | **Authorized  Officer** | ** ** | **Title** |
|------------------------|------------|------------------------------|------------|-------------------------|------------|-----------------------|------------|--------------------------------------------|------------|-------------------------|------------|-----------|
|                   |       |                         |       |                    |       |                  |       |                                       |       |                    |       |      |
|                   |       |                         |       |                    |       |                  |       |                                       |       |                    |       |      |
|                   |       |                         |       |                    |       |                  |       |                                       |       |                    |       |      |

 

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