exc-20210914ex41






       Prepared by, Record and Return to:    Patrick R. Gillard   Ballard Spahr LLP   1735 Market Street, 51st Floor   Philadelphia, PA 19103   (215) 864-8536    Counterpart ______ of 30  PECO ENERGY COMPANY  TO  U.S. BANK NATIONAL ASSOCIATION, TRUSTEE  ______________________    ONE HUNDRED AND TWENTIETH SUPPLEMENTAL   INDENTURE DATED AS OF   SEPTEMBER 1, 2021    TO  FIRST AND REFUNDING MORTGAGE  OF  THE COUNTIES GAS AND ELECTRIC   COMPANY  TO  FIDELITY TRUST COMPANY, TRUSTEE  DATED MAY 1, 1923  __________________  2.850% SERIES DUE 2051  (New Series)    





 






   1  THIS SUPPLEMENTAL INDENTURE dated as of September 1, 2021 by and between  PECO ENERGY COMPANY, a corporation organized and existing under the laws of the  Commonwealth of Pennsylvania (hereinafter called the Company), party of the first part, and  U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and  existing under the laws of the United States of America (hereinafter called the Trustee), as  Trustee under the Mortgage hereinafter mentioned, party of the second part, Witnesseth that  WHEREAS, The Counties Gas and Electric Company (hereinafter called Counties  Company), a Pennsylvania corporation and a predecessor to the Company, duly executed and  delivered to Fidelity Trust Company, a Pennsylvania corporation to which the Trustee is  successor, as Trustee, a certain indenture of mortgage and deed of trust dated May 1, 1923  (hereinafter called the Mortgage), to provide for the issue of, and to secure, its First and  Refunding Mortgage Bonds, issuable in series and without limit as to principal amount except as  provided in the Mortgage, the initial series of Bonds being designated the 6% Series of 1923, and  the terms and provisions of other series of bonds secured by the Mortgage to be determined as  provided in the Mortgage; and   WHEREAS, thereafter Counties Company, Philadelphia Suburban-Counties Gas and  Electric Company (hereinafter called Suburban Company), and the Company, respectively, have  from time to time executed and delivered indentures supplemental to the Mortgage, providing for  the creation of additional series of bonds secured by the Mortgage and for amendment of certain  of the terms and provisions of the Mortgage and of indentures supplemental thereto, or  evidencing the succession of Suburban Company to Counties Company and of the Company to  Suburban Company, such indentures supplemental to the Mortgage, the respective dates, parties  thereto, and purposes thereof, being as follows:     





 






   2  Supplemental Indenture     and Date  Parties Providing for:  First  September 1, 1926  Counties Company to   Fidelity-Philadelphia  Trust Company  (Successor to Fidelity  Trust Company)  Bonds of 5% Series of  1926  Second  May 1, 1927  Suburban Company to   Fidelity-Philadelphia  Trust Company  Evidencing succession of   Suburban Company to   Counties Company   Third  May 1, 1927  Suburban Company to   Fidelity-Philadelphia  Trust Company  Bonds of 4-1/2% Series  due 1957; amendment of  certain provisions of   Mortgage  Fourth  November 1, 1927  Suburban Company to   Fidelity-Philadelphia  Trust Company  Additional Bonds of   4-1/2% Series due 1957  Fifth  January 31, 1931  Company to   Fidelity-Philadelphia  Trust Company  Evidencing succession of   Company to   Suburban Company  Sixth  February 1, 1931  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 4% Series   due 1971  Seventh  March 1, 1937  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 3-1/2% Series   due 1967; amendment of  certain provisions of   Mortgage  Eighth  December 1, 1941  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 2-3/4% Series  due 1971; amendment of  certain provisions of  Mortgage  Ninth  November 1, 1944  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 2-3/4% Series   due 1967 and 2-3/4% Series   due 1974; amendment of   certain provisions of   Mortgage  Tenth  December 1, 1946  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 2-3/4% Series   due 1981; amendment of   certain provisions of   Mortgage*  Eleventh  February 1, 1948  Company to  Fidelity-Philadelphia  Trust Company  Bonds of 2-7/8% Series  due 1978*  





 






   3  Supplemental Indenture     and Date  Parties Providing for:  Twelfth  January 1, 1952  Company to  Fidelity-Philadelphia  Trust Company  Bonds of 3-1/4% Series  due 1982*  Thirteenth  May 1, 1953  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 3-7/8% Series  due 1983*  Fourteenth  December 1, 1953  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 3-1/8% Series  due 1983*  Fifteenth  April 1, 1955  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 3-1/8% Series  due 1985*  Sixteenth  September 1, 1957  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 4-5/8% Series  due 1987; amendment of certain  provisions of Mortgage*  Seventeenth  May 1, 1958  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 3-3/4% Series  due 1988; amendment of certain  provisions of Mortgage*  Eighteenth  December 1, 1958  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 4-3/8% Series  due 1986*  Nineteenth  October 1, 1959  Company to   Fidelity-Philadelphia  Trust Company  Bonds of 5% Series  due 1989*  Twentieth  May 1, 1964  Company to  Fidelity-Philadelphia  Trust Company  Bonds of 4-1/2% Series  due 1994*  Twenty-first  October 15, 1966  Company to  Fidelity-Philadelphia  Trust Company  Bonds of 6% Series due  1968-1973*  Twenty-second  June 1, 1967  Company to The Fidelity Bank  (formerly   Fidelity-Philadelphia  Trust Company)   Bonds of 5-1/4 % Series due  1968-1973 and 5-3/4 %   Series due 1977*  Twenty-third  October 1, 1957  Company to The Fidelity   Bank  Bonds of 6-1/8 % Series   due 1997*  





 






   4  Supplemental Indenture     and Date  Parties Providing for:  Twenty-fourth  March 1, 1968  Company to The Fidelity   Bank  Bonds of 6-1/2% Series  due 1993; amendment of   Article XIV of  Mortgage*  Twenty-fifth  September 10, 1968  Company to The Fidelity   Bank  Bonds of 1968 Series due  1969-1976*  Twenty-sixth  August 15, 1969  Company to The Fidelity   Bank  Bonds of 8% Series due  1975*  Twenty-seventh  February 1, 1970  Company to The Fidelity   Bank  Bonds of 9% Series due  1995*  Twenty-eighth  May 1, 1970  Company to The Fidelity   Bank  Bonds of 8-1/2% Series   due 1976*  Twenty-ninth  December 15, 1970  Company to The Fidelity   Bank  Bonds of 7-3/4% Series   due 2000*  Thirtieth  August 1, 1971  Company to The Fidelity   Bank  Bonds of 8-1/4% Series   due 1996*  Thirty-first  December 15, 1971   Company to The Fidelity   Bank  Bonds of 7-3/8% Series   due 2001; amendment of   Article XI of Mortgage*  Thirty-second  June 15, 1972  Company to The Fidelity   Bank  Bonds of 7-1/2% Series  due 1998*  Thirty-third  January 15, 1973  Company to The Fidelity   Bank  Bonds of 7-1/2% Series  due 1999*  Thirty-fourth  January 15, 1974  Company to The Fidelity   Bank  Bonds of 8-1/2% Series  due 2004  Thirty-fifth  October 15, 1974  Company to The Fidelity   Bank  Bonds of 11% Series  due 1980*  Thirty-sixth  April 15, 1975  Company to The Fidelity   Bank  Bonds of 11-5/8% Series  due 2000*  Thirty-seventh  August 1, 1975  Company to The Fidelity   Bank  Bonds of 11% Series due  2000*  Thirty-eighth  March 1, 1976  Company to The Fidelity   Bank  Bonds of 9-1/8% Series  due 2006*  Thirty-ninth  August 1, 1976  Company to The Fidelity   Bank  Bonds of 9-5/8% Series  due 2002*  





 






   5  Supplemental Indenture     and Date  Parties Providing for:  Fortieth  February 1, 1977  Company to The Fidelity   Bank  Bonds of Pollution  Control Series A  and Pollution  Control Series B*  Forty-first  March 15, 1977  Company to The Fidelity   Bank  Bonds of 8-5/8% Series  due 2007*  Forty-second  July 15, 1977  Company to The Fidelity   Bank  Bonds of 8-5/8% Series  due 2003*  Forty-third  March 15, 1978  Company to The Fidelity   Bank  Bonds of 9-1/8% Series  due 2008*  Forty-fourth  October 15, 1979  Company to The Fidelity   Bank  Bonds of 12-1/2% Series  due 2005*  Forty-fifth  October 15, 1980  Company to The Fidelity   Bank  Bonds of 13-3/4% Series  due 1992*  Forty-sixth  March 1, 1981  Company to The Fidelity   Bank  Bonds of 15-1/4% Series  due 1996; amendment of  Article VIII of  Mortgage*  Forty-seventh  March 1, 1981  Company to The Fidelity   Bank  Bonds of 15% Series due  1996; amendment of  Article VIII of   Mortgage*  Forty-eighth  July 1, 1981  Company to The Fidelity   Bank  Bonds of 17-5/8% Series  due 2011*  Forty-ninth  September 15, 1981  Company to The Fidelity   Bank  Bonds of 18-3/4% Series  due 2009*  Fiftieth  April 1, 1982  Company to The Fidelity   Bank  Bonds of 18% Series due  2012*  Fifty-first  October 1, 1982  Company to The Fidelity   Bank  Bonds of 15-3/8% Series  due 2010*  Fifty-second  June 15, 1983  Company to The Fidelity   Bank  Bonds of 13-3/8% Series  due 2013*  Fifty-third  November 15, 1984  Company to Fidelity Bank,   National Association   (formerly The Fidelity Bank)  Bonds of 13.05% Series  due 1994; amendment  of Article VIII of  Mortgage*  





 






   6  Supplemental Indenture     and Date  Parties Providing for:  Fifty-fourth  December 1, 1984  Company to Fidelity Bank,   National Association  Bonds of 14% Series due  1988-1994; amendment  of Article VIII of  Mortgage*  Fifty-fifth  May 15, 1985  Company to Fidelity Bank,   National Association  Bonds of Pollution  Control Series C*  Fifty-sixth  October 1, 1985  Company to Fidelity Bank,   National Association  Bonds of Pollution  Control Series D*  Fifty-seventh  November 15, 1985  Company to Fidelity Bank,   National Association  Bonds of 10-7/8% Series  due 1995*  Fifty-eight  November 15, 1985  Company to Fidelity Bank,   National Association  Bonds of 11-3/4% Series  due 2014*  Fifty-ninth  June 1, 1986  Company to Fidelity Bank,   National Association  Bonds of Pollution  Control Series E*  Sixtieth  November 1, 1986  Company to Fidelity Bank,   National Association  Bonds of 10-1/4% Series  due 2016*  Sixty-first  November 1, 1986  Company to Fidelity Bank,   National Association  Bonds of 8-3/4% Series  due 1994*  Sixty-second  April 1, 1987  Company to Fidelity Bank,   National Association  Bonds of 9-3/8% Series  due 2017*  Sixty-third  July 15, 1987  Company to Fidelity Bank,   National Association  Bonds of 11% Series due  2016*  Sixty-fourth  July 15, 1987  Company to Fidelity Bank,   National Association  Bonds of 10% Series due  1997*  Sixty-fifth  August 1, 1987  Company to Fidelity Bank,   National Association  Bonds of 10-1/4% Series  due 2007*  Sixty-sixth  October 15, 1987  Company to Fidelity Bank,   National Association  Bonds of 11% Series due  1997*  Sixty-seventh  October 15, 1987  Company to Fidelity Bank,   National Association  Bonds of 12-1/8% Series  due 2016*  Sixty-eighth  April 15, 1988  Company to Fidelity Bank,   National Association  Bonds of 10% Series due  1998*  Sixty-ninth  April 15, 1988  Company to Fidelity Bank,   National Association  Bonds of 11% Series due  2018*  





 






   7  Supplemental Indenture     and Date  Parties Providing for:  Seventieth  June 15, 1989  Company to Fidelity Bank,   National Association  Bonds of 10% Series due  2019*  Seventy-first  October 1, 1989  Company to Fidelity Bank,   National Association  Bonds of 9-7/8% Series  due 2019*  Seventy-second  October 1, 1989  Company to Fidelity Bank,   National Association  Bonds of 9-1/4% Series  due 1999*  Seventy-third  October 1, 1989  Company to Fidelity Bank,   National Association  Medium-Term Note  Series A*  Seventy-fourth  October 15, 1990  Company to Fidelity Bank,   National Association  Bonds of 10-1/2% Series  due 2020*  Seventy-fifth  October 15, 1990  Company to Fidelity Bank,   National Association  Bonds of 10% Series due  2000*  Seventy-sixth  April 1, 1991  Company to Fidelity Bank,   National Association  Bonds of Pollution  Control Series F  and Pollution  Control Series G*  Seventy-seventh  December 1, 1991  Company to Fidelity Bank,   National Association  Bonds of Pollution  Control Series H*  Seventy-eighth  January 15, 1992  Company to Fidelity Bank,   National Association  Bonds of 7-1/2% 1992  Series due 1999*  Seventy-ninth  April 1, 1992  Company to Fidelity Bank,   National Association  Bonds of 8% Series due  2002*  Eightieth  April 1, 1992  Company to Fidelity Bank,   National Association  Bonds of 8-3/4% Series  due 2022*  Eighty-first  June 1, 1992  Company to Fidelity Bank,   National Association  Bonds of Pollution  Control Series I*  Eighty-second  June 1, 1992  Company to Fidelity Bank,   National Association  Bonds of 8-5/8% Series  due 2022*  Eighty-third  July 15, 1992  Company to Fidelity Bank,   National Association  Bonds of 7-1/2% Series  due 2002*  Eighty-fourth  September 1, 1992  Company to Fidelity Bank,   National Association  Bonds of 8-1/4% Series  due 2022*  Eighty-fifth  September 1, 1992  Company to Fidelity Bank,   National Association  Bonds of 7-1/8% Series  due 2002*  





 






   8  Supplemental Indenture     and Date  Parties Providing for:  Eighty-sixth  March 1, 1993  Company to Fidelity Bank,   National Association  Bonds of 6-5/8% Series  due 2003*  Eighty-Seventh  March 1, 1993  Company to Fidelity Bank,   National Association  Bonds of 7-3/4% Series  due 2023*  Eighty-eighth  March 1, 1993  Company to Fidelity Bank,   National Association  Bonds of Pollution  Control Series J,  Pollution Control  Series K, Pollution  Control Series L  and Pollution Control  Series M*  Eighty-ninth  May 1, 1993  Company to Fidelity Bank,   National Association  Bonds of 6-1/2% Series  due 2003*  Ninetieth  May 1, 1993  Company to Fidelity Bank,   National Association  Bonds of 7-3/4% Series  2 due 2023*  Ninety-first  August 15, 1993  Company to First Fidelity Bank,   N.A., Pennsylvania  Bonds of 7-1/8% Series  due 2023*  Ninety-second  August 15, 1993  Company to First Fidelity Bank,   N.A., Pennsylvania  Bonds of 6-3/8% Series  due 2005*  Ninety-third  August 15, 1993  Company to First Fidelity Bank,   N.A., Pennsylvania  Bonds of 5-3/8% Series  due 1998*  Ninety-fourth  November 1, 1993  Company to First Fidelity Bank,   N.A., Pennsylvania  Bonds of 7-1/4% Series  due 2024*  Ninety-fifth  November 1, 1993  Company to First Fidelity Bank,   N.A., Pennsylvania  Bonds of 5-5/8% Series  due 2001*  Ninety-sixth  May 1, 1995  Company to First Fidelity Bank,  N.A., Pennsylvania  Medium Term Note Series B*  Ninety-seventh  October 15, 2001  Company to First Union National  Bank (formerly First Fidelity Bank,  N.A., Pennsylvania)  Bonds of  5.95% Series   due 2011*  Ninety-eighth  October 1, 2002  Company to Wachovia Bank,  National Association   Bonds of 5.95% Series  Due 2011*  Ninety-ninth  September 15, 2002  Company to Wachovia Bank,  National Association   Bonds of 4.75% Series  Due 2012*  One Hundredth   April 15, 2003  Company to Wachovia Bank,  National Association   Bonds of 3.50% Series  Due 2008*  





 






   9  Supplemental Indenture     and Date  Parties Providing for:  One Hundred and First  April 15, 2004  Company to Wachovia Bank,  National Association   Bonds of 5.90% Series  Due 2034*  One Hundred and Second  September 15, 2006  Company to Wachovia Bank,  National Association   Bonds of 5.95% Series  Due 2036; amendment of certain  provisions of Mortgage*    One Hundred and Third  March 15, 2007  Company to U.S. Bank National  Association   Bonds of 5.70% Series  Due 2037*  One Hundred and Fourth  February 15, 2008  Company to U.S. Bank National  Association   Bonds of 5.35% Series  Due 2018*  One Hundred and Fifth  February 15, 2008  Company to U.S. Bank National  Association   Bonds of Pollution   Control Series N*  One Hundred and Sixth  September 15, 2008  Company to U.S. Bank National  Association   Bonds of 5.60% Series  Due 2013*  One Hundred and Seventh  March 15, 2009  Company to U.S. Bank National  Association   Bonds of 5.00% Series  Due 2014*  One Hundred and Eighth  September 1, 2012  Company to U.S. Bank National  Association   Bonds of 2.375% Series  Due 2022*  One Hundred and Ninth  September 15, 2013  Company to U.S. Bank National  Association   Bonds of 1.200% Series  Due 2016*  One Hundred and Tenth  September 15, 2013  Company to U.S. Bank National  Association   Bonds of 4.800% Series  Due 2043*  One Hundred and Eleventh  September 1, 2014  Company to U.S. Bank National  Association   Bonds of 4.150% Series  Due 2044*  One Hundred and Twelfth         September 15, 2015  Company to U.S. Bank National  Association   Bonds of 3.15% Series  Due 2025*  One Hundred and Thirteenth         September 1, 2016  Company to U.S. Bank National  Association  Bonds of 1.700% Series  Due 2021*  One Hundred and Fourteenth         September 1, 2017  Company to U.S. Bank National  Association  Bonds of 3.700% Series  Due 2047*  One Hundred and Fifteenth         February 1, 2018  Company to U.S. Bank National  Association  Bonds of 3.900% Series  Due 2048*  One Hundred and Sixteenth         September 1, 2018  Company to U.S. Bank National  Association  Bonds of 3.900% Series  Due 2048  (Additional Issuance of Bonds of  3.900% Series due 2048)  





 






   10  Supplemental Indenture     and Date  Parties Providing for:  One Hundred and Seventeenth         August 15, 2019  Company to U.S. Bank National  Association  Bonds of 3.000% Series  Due 2049*    One Hundred and Eighteenth         June 1, 2020  Company to U.S. Bank National  Association  Bonds of 2.800% Series  Due 2050*  One Hundred and Nineteenth         February 15, 2021   Company to U.S. Bank National  Association  Bonds of 3.050% Series  Due 2051*  *And amendment of certain provisions of the Ninth Supplemental Indenture.  





 






   11  WHEREAS, the respective principal amounts of the bonds of each series presently  outstanding under the Mortgage and the several supplemental indentures above referred to, are as  follows:      Series  PRINCIPAL  AMOUNT    5.90% Series due 2034 .................................................................. $ 75,000,000  5.95% Series due 2036 ................................................................... 300,000,000  5.70% Series due 2037 ................................................................... 175,000,000  2.375% Series due 2022 ................................................................... 350,000,000  4.80% Series due 2043 ................................................................... 250,000,000  4.150% Series due 2044 ................................................................... 300,000,000  3.150% Series due 2025 ................................................................... 350,000,000  1.700% Series due 2021 ................................................................... 300,000,000  3.700% Series due 2047 ................................................................... 325,000,000  3.900% Series due 2048 ................................................................... 650,000,000  3.000% Series due 2049 ................................................................... 325,000,000  2.800% Series due 2050 ................................................................... 350,000,000  3.050% Series due 2051 ................................................................... 375,000,000      Total $4,125,000,000    WHEREAS, the Company deems it advisable and has determined, pursuant to Article XI  of the Mortgage,  (a) to amend Article II of the Ninth Supplemental Indenture to the Mortgage as  heretofore amended;  (b) to convey, pledge, transfer and assign to the Trustee and to subject specifically to  the lien of the Mortgage additional property not therein or in any supplemental indenture  specifically described but now owned by the Company and acquired by it by purchase or  otherwise; and  (c) to create a new series of bonds to be issued from time to time under, and secured  by, the Mortgage, to be designated PECO Energy Company First and Refunding Mortgage  Bonds, 2.850% Series due 2051, (hereinafter sometimes called the “bonds of the New Series” or  the “bonds of the 2.850% Series due 2051”); and for the above-mentioned purposes to execute,  deliver and record this Supplemental Indenture; and  WHEREAS, the Company has determined by proper corporate action that the terms,  provisions and form of the bonds of the New Series shall be substantially as follows:  





 






   12  (Form of Face of Bond)  UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF  THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO  THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE  NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN  AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO  CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN  AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR  OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN  INTEREST HEREIN.  PECO ENERGY COMPANY  REGISTERED          NUMBER  FIRST AND REFUNDING MORTGAGE BOND,  2.850% SERIES DUE 2051,   DUE SEPTEMBER 15, 2051  PECO Energy Company, a Pennsylvania corporation (hereinafter called the Company),  for value received, hereby promises to pay to Cede & Co. or registered assigns, Three Hundred  and Seventy-Five Million Dollars on September 15, 2051, at the office or agency of the  Company, in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office  or agency of the Company, in the Borough of Manhattan, The City of New York, in such coin or  currency of the United States of America as at the time of payment shall constitute legal tender  for the payment of public and private debts, and to pay interest (computed on the basis of a 360- day year of twelve 30-day months) thereon from the date hereof at the rate of 2.850 percent per  annum in like coin or currency, payable at either of the offices aforesaid on March 15 and  September 15 of each year, beginning on March 15, 2022, until the Company’s obligation with  respect to the payment of such principal shall have been discharged.  The record date for determining the registered holder of this bond entitled to an interest  payment shall be fourteen calendar days prior to any interest payment date.  Only the registered  holder on such record date shall be entitled to receive such payment, notwithstanding any  transfer of this bond upon the registration books subsequent to such record date.  This bond shall not be valid or become obligatory for any purpose unless it shall have  been authenticated by the certificate of the Trustee under said Mortgage endorsed hereon.  The provisions of this bond are continued on the reverse hereof and such continued  provisions shall for all purposes have the same effect as though fully set forth at this place.  [Remainder of this page intentionally left blank]  





 






   13  IN WITNESS WHEREOF, PECO Energy Company has caused this instrument to be  signed in its corporate name with the manual or facsimile signature of its Treasurer or Assistant  Treasurer, duly attested by the manual or facsimile signature of its Secretary or an Assistant  Secretary.  Dated:  PECO ENERGY COMPANY    By_________________________________   Treasurer or Assistant Treasurer    Attest______________________________    Secretary or Assistant Secretary  





 






   14  (Form of Reverse of Bond)  PECO ENERGY COMPANY  First and Refunding Mortgage Bond,  2.850% Series Due 2051,   Due September 15, 2051  (CONTINUED)  This bond is one of a duly authorized issue of bonds of the Company, unlimited as to  amount except as provided in the Mortgage hereinafter mentioned or in any indenture  supplemental thereto, and is one of a series of said bonds known as First and Refunding  Mortgage Bonds, 2.850% Series due 2051. This bond and all other bonds of said issue are issued  and to be issued under and pursuant to and are all secured equally and ratably by an indenture of  mortgage and deed of trust dated May 1, 1923, duly executed and delivered by The Counties Gas  and Electric Company (to which the Company is successor) to Fidelity Trust Company, as  Trustee (to which U.S. Bank National Association, a national banking association organized and  existing under the laws of the United States of America, is successor Trustee), as amended,  modified or supplemented by certain supplemental indentures from the Company or its  predecessors to said successor Trustee or its predecessors, said mortgage, as so amended,  modified or supplemented being herein called the Mortgage. Reference is hereby made to the  Mortgage for a statement of the property mortgaged and pledged, the nature and extent of the  security, the rights of the holders of said bonds and of the Trustee in respect of such security, the  rights, duties and immunities of the Trustee, and the terms and conditions upon which said bonds  are and are to be secured, and the circumstances under which additional bonds may be issued.  As provided in the Mortgage, the bonds secured thereby may be for various principal  sums and are issuable in series, which series may mature at different times, may bear interest at  different rates, and may otherwise vary. The bonds of this series mature on September 15, 2051,  and are issuable only in registered form without coupons in any denomination authorized by the  Company.   Any bond or bonds of this series may be exchanged for another bond or bonds of this  series in a like aggregate principal amount in authorized denominations, upon presentation at the  office of the Trustee in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at  the office or agency of the Company in the Borough of Manhattan, The City of New York, all  subject to the terms of the Mortgage but without any charge other than a sum sufficient to  reimburse the Company for any stamp tax or other governmental charge incident to the  exchange.  The bonds of this series are redeemable at the option of the Company, as a whole or in  part, at any time upon notice sent by the Company through the mail, postage prepaid, at least  thirty (30) days and not more than forty-five (45) days prior to the date fixed for redemption, to  the registered holder of each bond to be redeemed, addressed to such holder at his address  appearing upon the registration books.  At any time prior to March 15, 2051, the redemption  price shall be equal to the greater of (1) 100% of the principal amount of the bonds to be  redeemed, plus accrued interest to, but not including, the redemption date, or (2) as determined  





 






   15  by the Quotation Agent, the sum of the present values of the remaining scheduled payments of  principal and interest on the bonds to be redeemed that would be due if such bonds matured on  March 15, 2051 but for the redemption (not including any portion of payments of interest  accrued as of the redemption date) discounted to the redemption date on a semi-annual basis  (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate  plus 15 basis points, plus accrued interest to, but not including, the redemption date.  At any time  on or after March 15, 2051 the redemption price shall be equal to 100% of the principal amount  of the bonds to be redeemed, plus accrued interest to, but not including, the redemption date.   Unless the Company defaults in payment of the redemption price, on and after the redemption  date, interest will cease to accrue on the bonds of this series or portions of the bonds of this series  called for redemption.  “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year  equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,  assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal  amount) equal to the Comparable Treasury Price for the redemption date.  “Business Day” means any day that is not a day on which banking institutions in New  York City are authorized or required by law or regulation to close.  “Comparable Treasury Issue” means the United States Treasury security selected by the  Quotation Agent as having a maturity comparable to the remaining term of the bonds of this  series (assuming for these purposes that the bonds mature on March 15, 2051) that would be  used, at the time of selection and in accordance with customary financial practice, in pricing new  issues of corporate debt securities of comparable maturity to the remaining term of the bonds of  this series.  “Comparable Treasury Price” means, with respect to any redemption date:   the average of the Reference Treasury Dealer Quotations for that redemption date,  after excluding the highest and lowest of the Reference Treasury Dealer  Quotations; or   if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the  average of all Reference Treasury Dealer Quotations so received.  “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.  “Reference Treasury Dealer” means (1)  each of Citigroup Global Markets Inc., Credit  Suisse Securities (USA) LLC, and a primary U.S. Government securities dealer in the United  States of America (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc.,  and their respective successors and affiliates, in each case, unless any of them ceases to be a  Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury  Dealer, and (2) any other Primary Treasury Dealer selected by the Company.  “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury  Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked  prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal  





 






   16  amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New  York City time, on the third Business Day preceding that redemption date.  The principal of this bond may be declared or may become due on the conditions, in the  manner and with the effect provided in the Mortgage upon the happening of an event of default  as in the Mortgage provided.  This bond is transferable by the registered holder hereof in person or by attorney, duly  authorized in writing, at the office of the Trustee in the City of Philadelphia, Pennsylvania, or, at  the option of the holder, at the office or agency of the Company in the Borough of Manhattan,  The City of New York, in books of the Company to be kept for that purpose, upon surrender and  cancellation hereof, and upon any such transfer, a new registered bond or bonds, without  coupons, of this series and for the same aggregate principal amount, will be issued to the  transferee in exchange herefor, all subject to the terms of the Mortgage but without payment of  any charge other than a sum sufficient to reimburse the Company for any stamp tax or other  governmental charge incident to the transfer. The Company, the Trustee, and any paying agent  may deem and treat the person in whose name this bond is registered as the absolute owner  hereof for the purpose of receiving payment of or on account of the principal and interest due  hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent  shall be affected by any notice to the contrary.  No recourse shall be had for the payment of the principal of or interest on this bond to  any incorporator or any past, present or future stockholder, officer or director of the Company or  of any predecessor or successor corporation, either directly or indirectly, by virtue of any statute  or by enforcement of any assessment or otherwise, and any and all liability of the said  incorporators, stockholders, officers or directors of the Company or of any predecessor or  successor corporation in respect to this bond is hereby expressly waived and released by every  holder hereof, except to the extent that such liability may not be waived or released under the  provisions of the Securities Act of 1933, as amended, or of the rules and regulations of the  Securities and Exchange Commission thereunder.    (End of Form of Reverse of Bond)   





 






   17  and  WHEREAS, on the face of each of the bonds of the New Series, there is to be endorsed a  certificate of the Trustee in substantially the following form, to wit:  (Form of Trustee’s Certificate)  This bond is one of the bonds, of the series designated therein, provided for in the within- mentioned Mortgage and in the One Hundred and Twentieth Supplemental Indenture dated as of   September 1, 2021.  U.S. BANK NATIONAL ASSOCIATION,  Trustee    By______________________________  Authorized Officer  and  WHEREAS, all acts and things necessary to make the bonds of the New Series, when  duly executed by the Company and authenticated by the Trustee as provided in the Mortgage and  indentures supplemental thereto, and issued by the Company, the valid, binding and legal  obligations of the Company, and this Supplemental Indenture a valid and enforceable  supplement to the Mortgage, have been done, performed and fulfilled and the execution and  delivery hereof have been in all respects duly and lawfully authorized.  NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:  That in order to secure the payment of the principal of and interest on all bonds issued  and to be issued under the Mortgage and/or under any indenture supplemental thereto, according  to their tenor and effect, and according to the terms of the Mortgage and of any indenture  supplemental thereto, and to secure the performance of the covenants and obligations in the  bonds and in the Mortgage and any indenture supplemental thereto respectively contained, and  for the proper assuring, conveying, and confirming unto the Trustee, its successors in trust and its  and their assigns forever, upon the trusts and for the purposes expressed in the Mortgage and in  any indentures supplemental thereto, all and singular the estates, property and franchises of the  Company thereby mortgaged or intended so to be, the Company, for and in consideration of the  premises and of the sum of One Dollar ($1.00) in hand paid by the Trustee to the Company upon  the execution and delivery of this Supplemental Indenture, receipt whereof is hereby  acknowledged, and of other good and valuable consideration, has granted, bargained, sold,  conveyed, released, confirmed, pledged, assigned, transferred and set over and by these presents  does grant, bargain, sell, convey, release, confirm, pledge, assign, transfer, and set over to U.S.  Bank National Association, as Trustee, and to its successors in trust and its and their assigns  forever, all the following described property, real, personal and mixed of the Company, viz.:  





 






   18  All of the real property with any improvements thereon erected as may be owned by the  Company and described in the Mortgage or in any indenture supplemental thereto as may  heretofore have been executed, delivered and recorded, but excluding therefrom all real property  heretofore released from the lien of the Mortgage.  The purpose of restating such prior  conveyances as security is to confirm that the obligations of the Company as provided in this  Supplemental Indenture are included within the lien and security of the Mortgage, and that  public record be made of such purpose and fact by the recording of this Supplemental Indenture.  Together with all gas works, electric works, plants, buildings, structures, improvements  and machinery located upon such real estate or any portion thereof, and all rights, privileges and  easements of every kind and nature appurtenant thereto, and all and singular the tenements,  hereditaments and appurtenances belonging to the real estate or any part thereof hereinbefore  described or referred to or intended so to be, or in any way appertaining thereto, and the  reversions, remainders, rents, issues and profits thereof; also all the estate, right, title, interest,  property, possession, claim and demand whatsoever, as well in law as in equity, of the Company,  of, in and to the same and any and every part thereof, with the appurtenances.  Also all the Company’s electric transmission and distribution lines and systems,  substations, transforming stations, structures, machinery, apparatus, appliances, devices and  appurtenances.  Also all the Company’s gas transmission and distribution mains, pipes, pipe lines and  systems, storage facilities, structures, machinery, apparatus, appliances, devices and  appurtenances.  Also all plants, systems, works, improvements, buildings, structures, fixtures, appliances,  engines, furnaces, boilers, machinery, retorts, tanks, condensers, pumps, gas tanks, holders,  reservoirs, expansion tanks, gas mains and pipes, tunnels, service pipe, pipe lines, fittings, gates,  valves, connections, gas and electric meters, generators, dynamos, fans, supplies, tools and  implements, tracks, sidings, motor and other vehicles, all electric light lines, electric power lines,  transmission lines, distribution lines, conduits, cables, stations, substations, and distributing  systems, motors, conductors, converters, switchboards, shafting, belting, wires, mains, feeders,  poles, towers, mast arms, brackets, pipes, lamps, insulators, house wiring connections and all  instruments, appliances, apparatus, fixtures, fittings and equipment and all stores, repair parts,  materials and supplies of every nature and kind whatsoever now or hereafter owned by the  Company in connection with or appurtenant to its plants and systems for production, purchase,  storage, transmission, distribution, utilization and sale of gas and its by-products and residual  products, and/or for the generation, production, purchase, storage, transmission, distribution,  utilization and sale of electricity, or in connection with such business.  Also all the goodwill of the business of the Company, and all rights, claims, contracts,  leases, patents, patent rights, and agreements, all accounts receivable, accounts, claims, demands,  choses in action, books of account, cash assets, franchises, ordinances, rights, powers, easements,  water rights, riparian rights, licenses, privileges, immunities, concessions and consents now or  hereafter owned by the Company in connection with or appurtenant to its said business.  





 






   19  Also all the right, title and interest of the Company in and to all contracts for the  purchase, sale or supply of gas, and its by-products and residual products of electricity and  electrical energy, now or hereafter entered into by the Company with the right on the part of the  Trustee, upon the happening of an event of default as defined in the Mortgage as supplemented  by any supplemental indenture, to require a specific assignment of any and all such contracts,  whenever it shall request the Company to make the same.  Also all rents, tolls, earnings, profits, revenues, dividends and income arising or to arise  from any property now owned, leased, operated or controlled or hereafter acquired, leased,  operated or controlled by the Company and subject to the lien of the Mortgage and indentures  supplemental thereto.  Also all the estate, right, title and interest of the Company, as lessee, in and to any and all  demised premises under any and all agreements of lease now or at any time hereafter in force,  insofar as the same may now or hereafter be assignable by the Company.  Also all other property, real, personal and mixed not hereinbefore specified or referred to,  of every kind and nature whatsoever, now owned, or which may hereafter be owned by the  Company (except shares of stock, bonds or other securities not now or hereafter specifically  pledged under the Mortgage and indentures supplemental thereto or required to be pledged  thereunder by the provisions of the Mortgage or any indenture supplemental thereto), together  with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in  any way appertaining and the reversions, remainder or remainders, rents, issues and profits  thereof; and also all the estate, right, title, interest, property, claim and demand whatsoever as  well in law as in equity of the Company of, in and to the same and every part and parcel thereof.  It is the intention and it is hereby agreed that all property and the earnings and income  thereof acquired by the Company after the date hereof shall be as fully embraced within the  provisions hereof and subject to the lien hereby created for securing the payment of all bonds,  together with the interest thereon, as if the property were now owned by the Company and were  specifically described herein and conveyed hereby, provided nevertheless, that no shares of  stock, bonds or other securities now or hereafter owned by the Company, shall be subject to the  lien of the Mortgage and indentures supplemental thereto unless now or hereafter specifically  pledged or required to be pledged thereunder by the provisions of the Mortgage or any indenture  supplemental thereto.  TO HAVE AND TO HOLD, all and singular the property, rights, privileges and  franchises hereby conveyed, transferred or pledged or intended so to be, including after-acquired  property, together with all and singular the reversions, remainders, rents, revenues, income,  issues and profits, privileges and appurtenances, now or hereafter belonging or in any way  appertaining thereto, unto the Trustee and its successors in the trust hereby created, and its and  their assigns forever;  IN TRUST NEVERTHELESS, for the equal and pro rata benefit and security of each and  every person or corporation who may be or become the holders of bonds secured by the  Mortgage and indentures supplemental thereto, without preference, priority or distinction (except  as provided in Section 1 of Article VIII of the Mortgage) as to lien or otherwise of any bond of  





 






   20  any series over or from any other bond, so that (except as aforesaid) each and every of the bonds  issued or to be issued, of whatsoever series, shall have the same right, lien, privilege under the  Mortgage and indentures supplemental thereto and shall be equally secured thereby and hereby,  with the same effect as if the bonds had all been made, issued and negotiated simultaneously on  the date of the Mortgage.  AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH:  It is hereby covenanted that all bonds secured by the Mortgage and indentures  supplemental thereto with the coupons appertaining thereto, are issued to and accepted by each  and every holder thereof, and that the property aforesaid and all other property subject to the lien  of the Mortgage and indentures supplemental thereto is held by or hereby conveyed to the  Trustee, under and subject to the trusts, conditions and limitations set forth in the Mortgage and  indentures supplemental thereto and upon and subject to the further trusts, conditions and  limitations hereinafter set forth, as follows, to wit:  ARTICLE I  AMENDMENTS OF MORTGAGE  Section 1. Article II of the Ninth Supplemental Indenture to the Mortgage, as heretofore  amended, is hereby further amended as follows:  By adding to paragraph (d) of Section 5 and to the first clause of Section 9, the following:  “2.850% Series due 2051”  ARTICLE II.  BONDS OF THE NEW SERIES  Section 1. The bonds of the New Series shall be designated as hereinabove specified for  such designation in the recital immediately preceding the form of bonds of the New Series,  subject however, to the provisions of Section 2 of Article I of the Mortgage, as amended, and are  issuable only as registered bonds without coupons, substantially in the form hereinbefore recited.   Subject to the provisions of the Mortgage, the bonds of the New Series shall be issuable without  limitation as to the aggregate principal amount thereof.   The bonds of the New Series shall bear interest from the date thereof and shall be dated  as of the interest payment date to which interest was paid next preceding the date of issue unless  (a) such date of issue is an interest payment date to which interest was paid, in which event such  bonds shall be dated as of such interest payment date, or (b) issued prior to the occurrence of the  first interest payment date on which interest is to be paid, in which event such bonds shall be  dated September 14, 2021.  The bonds of the New Series shall mature on September 15, 2051.  The bonds of the New Series shall bear interest (computed on the basis of a 360-day year  of twelve 30-day months) at the rate provided in the form of bond hereinbefore recited, payable  on March 15 and September 15 of each year, beginning on March 15, 2022, until the Company’s  





 






   21  obligation with respect to the payment of principal thereof shall have been discharged.  Both  principal and interest on bonds of the New Series shall be payable at the office or agency of the  Company in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office  or agency of the Company in the Borough of Manhattan, The City of New York, and shall be  payable in such coin or currency of the United States of America as at the time of payment shall  constitute legal tender for the payment of public and private debts.  The bonds of the New Series shall be in any denomination authorized by the Company.  Any bond or bonds of the New Series shall be exchangeable for another bond or bonds of  the New Series in a like aggregate principal amount.  Any such exchange may be made upon  presentation at the office of the Trustee in the City of Philadelphia, Pennsylvania, or, at the  option of the holder, at the office or agency of the Company in the Borough of Manhattan, The  City of New York, without any charge other than a sum sufficient to reimburse the Company for  any stamp tax or other governmental charge incident to the exchange.  Section 2. (a) Initially, the bonds of the New Series shall be issued pursuant to a book- entry system administered by The Depository Trust Company (or its successor, referred to herein  as the “Depository”) as a global security with no physical distribution of bond certificates to be  made except as provided in this Section 2.  Any provisions of the Mortgage or the bonds of the  New Series requiring physical delivery of bonds shall, with respect to any bonds of the New  Series held under the book-entry system, be deemed to be satisfied by a notation on the bond  registration books maintained by the Trustee that such bonds are subject to the book-entry  system.  (b) So long as the book-entry system is being used, one or more bonds of the New  Series in the aggregate principal amount of the bonds of the New Series and registered in the  name of the Depository’s nominee (the “Nominee”) will be issued and required to be deposited  with the Depository and held in its custody.  The book-entry system will be maintained by the  Depository and its participants and indirect participants and will evidence beneficial ownership  of the bonds of the New Series, with transfers of ownership effected on the records of the  Depository, the participants and the indirect participants pursuant to rules and procedures  established by the Depository, the participants and the indirect participants.  The principal of and  any premium on each bond of the New Series shall be payable to the Nominee or any other  person appearing on the registration books as the registered holder of such bond or its registered  assigns or legal representative at the office of the office or agency of the Company in the City of  Philadelphia, Pennsylvania or the Borough of Manhattan, The City of New York.  So long as the  book-entry system is in effect, the Depository will be recognized as the holder of the bonds of  the New Series for all purposes.  Transfers of principal, interest and any premium payments or  notices to participants and indirect participants will be the responsibility of the Depository, and  transfers of principal, interest and any premium payments or notices to beneficial owners will be  the responsibility of participants and indirect participants.  No other party will be responsible or  liable for such transfers of payments or notices or for maintaining, supervising or reviewing such  records maintained by the Depository, the participants or the indirect participants.  While the  Nominee or the Depository, as the case may be, is the registered owner of the bonds of the New  Series, notwithstanding any other provisions set forth herein, payments of principal of,  redemption premium, if any, and interest on the bonds of the New Series shall be made to the  





 






   22  Nominee or the Depository, as the case may be, by wire transfer in immediately available funds  to the account of such holder.  Without notice to or consent of the beneficial owners, the Trustee  with the consent of the Company and the Depository may agree in writing to make payments of  principal, redemption price and interest in a manner different from that set forth herein.  In such  event, the Trustee shall make payment with respect to the bonds of the New Series in such  manner as if set forth herein.  (c) The Company may at any time elect (i) to provide for the replacement of any  Depository as the depository for the bonds of the New Series with another qualified depository,  or (ii) to discontinue the maintenance of the bonds of the New Series under book-entry system.   In such event, the Trustee shall give 30 days’ prior notice of such election to the Depository (or  such fewer number of days acceptable to such Depository).  (d) Upon the discontinuance of the maintenance of the bonds of the New Series  under a book-entry system, the Company will cause the bonds to be issued directly to the  beneficial owners of the bonds of the New Series, or their designees, as further described below.   In such event, the Trustee shall make provisions to notify participants and beneficial owners of  the bonds of the New Series, by mailing an appropriate notice to the Depository, that bonds of  the New Series will be directly issued to beneficial owners of the bonds as of a date set forth in  such notice (or such fewer number of days acceptable to such Depository).  (e) In the event that bonds of the New Series are to be issued to beneficial owners  of the bonds, or their designees, the Company shall promptly have bonds of the New Series  prepared in certificated form registered in the names of the beneficial owners of such bonds  shown on the records of the participants provided to the Trustee, as of the date set forth in the  notice above.  Bonds issued to beneficial owners, or their designees shall be substantially in the  form set forth in this Supplemental Indenture, but will not include the provision related to global  securities.  (f) If the Depository is replaced as the depository for the bonds of the New Series  with another qualified depository, the Company will issue a replacement global security  substantially in the form set forth in this Supplemental Indenture.  (g) The Company and the Trustee shall have no liability for the failure of any  Depository to perform its obligations to any participant, any indirect participant or any beneficial  owner of any bonds of the New Series, and the Company and the Trustee shall not be liable for  the failure of any participant, indirect participant or other nominee of any beneficial owner or  any bonds of the New Series to perform any obligation that such participant, indirect participant  or other nominee may incur to any beneficial owner of the bonds of the New Series.  (h) Notwithstanding any other provision of the Mortgage, on or prior to the date  of issuance of the bonds of the New Series, the Trustee shall have executed and delivered to the  initial Depository a Letter of Representations governing various matters relating to the  Depository and its activities pertaining to the bonds of the New Series.  The terms and provisions  of such Letter of Representations are incorporated herein by reference and, in the event there  shall exist any inconsistency between the substantive provisions of the said Letter of  Representations and any provisions of the Mortgage, then, for as long as the initial Depository  





 






   23  shall serve as depository with respect to the bonds of the New Series, the terms of the Letter of  Representations shall govern.   (i) The Company and the Trustee may rely conclusively upon (i) a certificate of  the Depository as to the identity of a participant in the book-entry system; (ii) a certificate of any  participant as to the identity of any indirect participant and (iii) a certificate of any participant or  any indirect participant as to the identity of, and the respective principal amount of bonds of the  New Series owned by, beneficial owners.  Section 3. So long as the bonds of the New Series are held by The Depository Trust  Company, such bonds of the New Series shall bear the following legend:  UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE  OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO  THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR  PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.   OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO  SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE  OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED  OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  Section 4. So long as any of the bonds of the New Series remain outstanding, the  Company shall keep at its office or agency in the Borough of Manhattan, The City of New York,  as well as at the office of the Trustee in the City of Philadelphia, Pennsylvania, books for the  registry and transfer of outstanding bonds of the New Series, in accordance with the terms and  provisions of the bonds of the New Series and the provisions of Section 8 of Article I of said  Mortgage.  Section 5. So long as any bonds of the New Series remain outstanding, the Company  shall maintain an office or agency in the City of Philadelphia, Pennsylvania, and an office or  agency in the Borough of Manhattan, The City of New York, for the payment upon proper  demand of the principal of, the interest on, or the redemption price of the outstanding bonds of  the New Series, and will from time to time give notice to the Trustee of the location of such  office or agency.  In case the Company shall fail to maintain for such purpose an office or  agency in the City of Philadelphia or shall fail to give such notice of the location thereof, then  notices, presentations and demands in respect of the bonds of the New Series may be given or  made to or upon the Trustee at its office in the City of Philadelphia and the principal of, the  interest on, and the redemption price of said bonds in such event be payable at said office of the  Trustee.  All bonds of the New Series when paid shall forthwith be cancelled.  Section 6. The record date for determining the registered holder of this bond entitled to  an interest payment shall be fourteen calendar days prior to any interest payment date.  Only the  registered holder of such bond on such record date shall be entitled to receive such payment,  notwithstanding any transfer of such bond upon the registration books subsequent to such record  date.  





 






   24  Section 7. The bonds of the New Series shall be issued under and subject to all of the  terms and provisions of the Mortgage, of the indentures supplemental thereto referred to in the  recitals hereof and of this Supplemental Indenture which may be applicable to such bonds or  applicable to all bonds issued under the Mortgage and indentures supplemental thereto.  ARTICLE III.    ISSUE AND AUTHENTICATION OF  BONDS OF THE NEW SERIES  In addition to any bonds of any series which may from time to time be executed by the  Company and authenticated and delivered by the Trustee upon compliance with the provisions of  the Mortgage and/or of any indenture supplemental thereto, bonds of the New Series of an  aggregate principal amount of $375,000,000 shall forthwith be executed by the Company and  delivered to the Trustee, and the Trustee shall thereupon, whether or not this Supplemental  Indenture shall have been recorded, authenticate and deliver said bonds to or upon the written  order of the President, a Vice President, the Treasurer, or the Assistant Treasurer of the  Company, under the terms and provisions of paragraph (e) of Section 3 of Article II of the  Mortgage, as amended.  ARTICLE IV.    REDEMPTION OF BONDS OF THE  NEW SERIES    Section 1. The bonds of the New Series shall be redeemable, at the option of the  Company, as a whole or in part, at any time upon notice sent by the Company through the mail,  postage prepaid, at least thirty (30) days and not more than forty-five (45) days prior to the date  fixed for redemption, to the registered holder of each bond to be redeemed in whole or in part,  addressed to such holder at his address appearing upon the registration books.  At any time prior  to March 15, 2051, the redemption price shall be equal to the greater of (1) 100% of the principal  amount of the bonds to be redeemed, plus accrued interest to, but not including, the redemption  date, or (2) as determined by the Quotation Agent, the sum of the present values of the remaining  scheduled payments of principal and interest on the bonds to be redeemed that would be due if  such bonds matured on March 15, 2051 but for the redemption (not including any portion of  payments of interest accrued as of the redemption date) discounted to the redemption date on a  semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted  Treasury Rate plus 15 basis points, plus accrued interest to, but not including, the redemption  date.  At any time on or after March 15, 2051 the redemption price shall be equal to 100% of the  principal amount of the bonds to be redeemed, plus accrued interest to, but not including, the  redemption date.  Unless the Company defaults in payment of the redemption price, on and after  the redemption date, interest will cease to accrue on the bonds of the New Series or portions of  the bonds of the New Series called for redemption.  “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year  equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,  





 






   25  assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal  amount) equal to the Comparable Treasury Price for the redemption date.  “Business Day” means any day that is not a day on which banking institutions in New  York City are authorized or required by law or regulation to close.  “Comparable Treasury Issue” means the United States Treasury security selected by the  Quotation Agent as having a maturity comparable to the remaining term of the bonds of the New  Series (assuming for these purposes that the bonds mature on March 15, 2051) that would be  used, at the time of selection and in accordance with customary financial practice, in pricing new  issues of corporate debt securities of comparable maturity to the remaining term of the bonds of  the New Series.  “Comparable Treasury Price” means, with respect to any redemption date:   the average of the Reference Treasury Dealer Quotations for that redemption date,  after excluding the highest and lowest of the Reference Treasury Dealer  Quotations; or   if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the  average of all Reference Treasury Dealer Quotations so received.  “Reference Treasury Dealer” means (1)  each of Citigroup Global Markets Inc., Credit  Suisse Securities (USA) LLC, and a primary U.S. Government securities dealer in the United  States of America (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc.,  and their respective successors and affiliates, in each case, unless any of them ceases to be a  Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury  Dealer, and (2) any other Primary Treasury Dealer selected by the Company.  “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury  Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked  prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal  amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New  York City time, on the third Business Day preceding that redemption date.  Section 2. In case the Company shall desire to exercise such right to redeem and pay off  all or any part of such bonds of the New Series as hereinbefore provided it shall comply with all  the terms and provisions of Article III of the Mortgage, as amended, applicable thereto, and such  redemption shall be made under and subject to the terms and provisions of Article III and in the  manner and with the effect therein provided, but at the time or times and upon mailing of notice,  all as hereinbefore set forth in Section 1 of this Article. No publication of notice of any  redemption of any bonds of the New Series shall be required.  





 






   26  ARTICLE V.    CERTAIN EVENTS OF DEFAULT; REMEDIES  Section 1.  So long as any bonds of the New Series remain outstanding, in case one or  more of the following events shall happen, such events shall, in addition to the events of default  heretofore enumerated in paragraphs (a) throughout (d) of Section 2 of Article VIII of the  Mortgage, constitute an “event of default” under the Mortgage, as fully as if such events were  enumerated therein:  (e) default shall be made in the due and punctual payment of the principal  (including the full amount of any applicable optional redemption price) of any bond or  bonds of the New Series whether at the maturity of said bonds, or at a date fixed for  redemption of said bonds, or any of them, or by declaration as authorized by the  Mortgage;  Section 2.  So long as any bonds of the New Series remain outstanding, Section 10 of  Article VIII of the Mortgage, as heretofore amended, is hereby further amended by inserting in  the first paragraph of such Section 10, immediately after the words “as herein provided,” at the  end of clause (2) thereof, the following:  “or (3) in case default shall be made in any payment of any interest on any bond or bonds  secured by this indenture or in the payment of the principal (including any applicable optional  redemption price) of any bond or bonds secured by this indenture, where such default is not of  the character referred to in clause (1) or (2) of this Section 10 but constitutes an event of default  within the meaning of Section 2 of this Article VIII.”  ARTICLE VI.    CONCERNING THE TRUSTEE  The Trustee hereby accepts the trust herein declared and provided and agrees to perform  the same upon the terms and conditions set forth in the Mortgage, as amended and supplemented,  and upon the following terms and conditions:  The Trustee shall not be responsible in any manner whatsoever for or in respect of the  validity of this Supplemental Indenture or the due execution hereof by the Company or for or in  respect of the recitals contained herein, all of which recitals are made by the Company solely.  ARTICLE VII.    MISCELLANEOUS  Section 1. Unless otherwise clearly required by the context, the term “Trustee,” or any  other equivalent term used in this Supplemental Indenture, shall be held and construed to mean  the trustee under the Mortgage for the time being whether the original or a successor trustee.  





 






   27  Section 2. The headings of the Articles of this Supplemental Indenture are inserted for  convenience of reference only and are not to be taken to be any part of this Supplemental  Indenture or to control or affect the meaning of the same.  Section 3. Nothing expressed or mentioned in or to be implied from this Supplemental  Indenture or in or from the bonds of the New Series is intended, or shall be construed, to give  any person or corporation, other than the parties hereto and their respective successors, and the  holders of bonds secured by the Mortgage and the indentures supplemental thereto, any legal or  equitable right, remedy or claim under or in respect of such bonds or the Mortgage or any  indenture supplemental thereto, or any covenant, condition or provision therein or in this  Supplemental Indenture contained. All the covenants, conditions and provisions thereof and  hereof are for the sole and exclusive benefit of the parties hereto and their successors and of the  holders of bonds secured by the Mortgage and indentures supplemental thereto.  Section 4. This Supplemental Indenture may be executed in several counterparts, each of  which shall be an original and all collectively but one instrument.  Section 5. This Supplemental Indenture shall be effective as of September 1, 2021, but  was actually executed and delivered as of September 7, 2021.    [Remainder of this page intentionally left blank] 





 






   Supplemental Indenture – Company’s Signature Page  IN WITNESS WHEREOF, an Authorized Officer of the party of the first part and a Vice  President of the party of the second part, under and by the authority vested in them, have hereto  affixed their signatures this 1st day of September, 2021.    PECO ENERGY COMPANY    By_______________________________        Brian J. Buck, Authorized Officer    





 






   Supplemental Indenture – Trustee’s Signature Page  U.S. BANK NATIONAL ASSOCIATION,  Trustee    By________________________________  George J. Rayzis  Vice President      





 






   Supplemental Indenture – Company’s Notary Page    DISTRICT OF COLUMBIA     :          :  SS.       On this, the 1st day of September, 2021, before me, a Notary Public in and for the  Commonwealth of Pennsylvania, the undersigned officer, personally appeared BRIAN J. BUCK,  who acknowledged himself to be an Authorized Officer of PECO Energy Company, a  Pennsylvania corporation, and that he as such officer, being authorized to do so, executed the  foregoing instrument for the purposes therein contained, by signing the name of the corporation  by himself as such officer.   In witness whereof, I hereunto set my hand and official seal.           __________________________________           Notary Public  My Commission expires:  [NOTARIAL SEAL]  





 






   Supplemental Indenture – Trustee’s Notary Page    COMMONWEALTH OF PENNSYLVANIA :          :  SS.  COUNTY OF _____________________   :     On this, the 1st day of September, 2021, before me, a Notary Public in and for the  Commonwealth of Pennsylvania, the undersigned officer, personally appeared George J. Rayzis  who acknowledged himself to be the Vice President of U.S. Bank National Association, a  national banking association, as Trustee, and that he as such officer, being authorized to do so,  executed the foregoing instrument for the purposes therein contained, by signing the name of the  national banking association, as Trustee, by himself as such officer.   In witness whereof, I hereunto set my hand and official seal.           ____________________________________           Notary Public  My Commission expires:  [NOTARIAL SEAL]        





 






     CERTIFICATE OF RESIDENCE  U.S. Bank National Association, Mortgagee and Trustee within named, hereby certifies  that its precise address in the City of Philadelphia is 50 South 16th Street, Philadelphia,  Pennsylvania 19102.        U.S. BANK NATIONAL ASSOCIATION,  Trustee      By________________________________  George J. Rayzis  Vice President