EX-4.1



 Exhibit 4.1 

This instrument was prepared by, and when recorded should be returned to: 

Richard W. Astle 
 Sidley Austin LLP 

One South Dearborn Street 
 Chicago, Illinois 60603 

 
  

 
 SUPPLEMENTAL
INDENTURE 
 Dated as of February 18, 2015 

COMMONWEALTH EDISON COMPANY 

to 
 BNY MELLON
TRUST COMPANY OF ILLINOIS 
 and 

D.G. DONOVAN 

Trustees Under Mortgage Dated July 1, 1923, 

and Certain 
 Indentures
Supplemental Thereto 
 Providing for Issuance of 

FIRST MORTGAGE 3.70% BONDS, SERIES 118 

Due March 1, 2045 
  

 
  







 THIS SUPPLEMENTAL INDENTURE, dated as of
February 18, 2015, between COMMONWEALTH EDISON COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the “Company”) having an
address at 440 South LaSalle Street, Suite 3300, Chicago, Illinois 60605, party of the first part, BNY MELLON TRUST COMPANY OF ILLINOIS (formerly known as BNY Midwest Trust
Company), a trust company organized and existing under the laws of the State of Illinois having an address at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, and D.G. DONOVAN, an individual having an address at 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602, as Trustee and Co-Trustee, respectively, under the Mortgage of the Company dated July 1, 1923, as amended and supplemented by Supplemental Indenture dated August 1, 1944 and the
subsequent supplemental indentures hereinafter mentioned, parties of the second part (said Trustee being hereinafter called the “Trustee”, the Trustee and said Co-Trustee being hereinafter together called the
“Trustees”, and said Mortgage dated July 1, 1923, as amended and supplemented by said Supplemental Indenture dated August 1, 1944 and subsequent supplemental indentures, being hereinafter called the
“Mortgage”), 
 W I T N E S S E T H: 

WHEREAS, the Company duly executed and delivered the Mortgage to provide for the issue of, and to secure, its bonds, issuable in series and
without limit as to principal amount except as provided in the Mortgage; and 
 WHEREAS, the Company from time to time has executed and
delivered supplemental indentures to the Mortgage to provide for (i) the creation of additional series of bonds secured by the Mortgage, (ii) the amendment of certain of the terms and provisions of the Mortgage and (iii) the
confirmation of the lien of the Mortgage upon property of the Company, such supplemental indentures that are currently effective and the respective dates, parties thereto and purposes thereof, being as follows: 

 

					
	 Supplemental
 Indenture
Date
	  	Parties	  	Providing For
	 August 1, 1944
	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustee and Co-Trustee	  	Amendment and restatement of Mortgage dated July 1, 1923
			
	 August 1, 1946
	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	 April 1, 1953
	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	 March 31, 1967
	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Edward J. Friedrich, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	 April 1, 1967
	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Edward J. Friedrich, as Trustee and Co-Trustee	  	Amendment of Sections 3.01, 3.02, 3.05 and 3.14 of the Mortgage and issuance of First Mortgage 5-3/8% Bonds, Series Y
			
	 February 28, 1969
	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien


  
 1 









					
	 Supplemental
 Indenture
Date
	  	Parties	  	Providing For
			
	May 29, 1970	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	June 1, 1971	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	April 1, 1972	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	May 31, 1972	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	June 15, 1973	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	May 31, 1974	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	June 13, 1975	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	May 28, 1976	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	June 3, 1977	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	May 17, 1978	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	August 31, 1978	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	June 18, 1979	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	June 20, 1980	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	April 16, 1981	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	April 30, 1982	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien


  
 2 









					
	 Supplemental
 Indenture
Date
	  	Parties	  	Providing For
			
	April 15, 1983	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	April 13, 1984	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	April 15, 1985	  	Company to Continental Illinois National Bank and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	April 15, 1986	  	Company to Continental Illinois National Bank and Trust Company of Chicago and M.J. Kruger, as Trustee and Co-Trustee	  	Confirmation of mortgage lien
			
	January 13, 2003	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of First Mortgage 3.700% Bonds, Series 99 and First Mortgage 5.875% Bonds, Series 100
			
	March 14, 2003	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of First Mortgage 4.70% Bonds, Series 101
			
	February 22, 2006	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of First Mortgage 5.90% Bonds, Series 103
			
	August 1, 2006	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of First Mortgage 5.95% Bonds, Series 104
			
	September 15, 2006	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of additional First Mortgage 5.95% Bonds, Series 104
			
	March 1, 2007	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of additional First Mortgage 5.90% Bonds, Series 103
			
	August 30, 2007	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of First Mortgage 6.15% Bonds, Series 106
			
	December 20, 2007	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Issuance of First Mortgage 6.45% Bonds, Series 107
			
	March 10, 2008	  	Company to BNY Midwest Trust Company and D.G. Donovan, as Trustee and Co-Trustee	  	Amendment of Section 15.06 of the Mortgage and issuance of First Mortgage 5.80% Bonds, Series 108
			
	July 12, 2010	  	Company to BNY Mellon Trust Company of Illinois and D.G. Donovan, as Trustee and Co-Trustee	  	Amendment of Section 15.06 of the Mortgage and issuance of First Mortgage 4.00% Bonds, Series 109


  
 3 









					
	 Supplemental
 Indenture
Date
	  	Parties	  	Providing For
			
	August 22, 2011	  	Company to BNY Mellon Trust Company of Illinois and D.G. Donovan, as Trustee and Co-Trustee	  	Amendment of Section 15.06 of the Mortgage and issuance of First Mortgage 1.95% Bonds, Series 111 and First Mortgage 3.40% Bonds, Series 112
			
	September 17, 2012	  	Company to BNY Mellon Trust Company of Illinois and D.G. Donovan, as Trustee and Co-Trustee	  	Amendment of Section 15.06 of the Mortgage and issuance of First Mortgage 3.80% Bonds, Series 113
			
	August 1, 2013	  	Company to BNY Mellon Trust Company of Illinois and D.G. Donovan, as Trustee and Co-Trustee	  	Amendment of Section 15.06 of the Mortgage and issuance of First Mortgage 4.60% Bonds, Series 114
			
	January 2, 2014	  	Company to BNY Mellon Trust Company of Illinois and D.G. Donovan, as Trustee and Co-Trustee	  	Amendment of Section 15.06 of the Mortgage and issuance of First Mortgage 2.150% Bonds, Series 115 and First Mortgage 4.700% Bonds, Series 116
			
	October 28, 2014	  	Company to BNY Mellon Trust Company of Illinois and D.G. Donovan, as Trustee and Co-Trustee	  	Amendment of Section 15.06 of the Mortgage and issuance of First Mortgage 3.10% Bonds, Series 117

 WHEREAS, the respective designations, maturity dates and stated principal amounts of the bonds of each series
presently outstanding under, and secured by, the Mortgage and the several supplemental indentures above referred to, are as follows: 
  

							
	Designation	  	Maturity Date	  	Principal Amount	 
	 First Mortgage 5.875% Bonds, Series 100
	  	February 1, 2033	  	 	253,600,000	  
	 First Mortgage 4.70% Bonds, Series 101
	  	April 15, 2015	  	 	260,000,000	  
	 First Mortgage 5.90% Bonds, Series 103
	  	March 15, 2036	  	 	625,000,000	  
	 First Mortgage 5.95% Bonds, Series 104
	  	August 15, 2016	  	 	415,000,000	  
	 First Mortgage 6.15% Bonds, Series 106
	  	September 15, 2017	  	 	425,000,000	  
	 First Mortgage 6.45% Bonds, Series 107
	  	January 15, 2038	  	 	450,000,000	  
	 First Mortgage 5.80% Bonds, Series 108
	  	March 15, 2018	  	 	700,000,000	  
	 First Mortgage 4.00% Bonds, Series 109
	  	August 1, 2020	  	 	500,000,000	  
	 First Mortgage 1.95% Bonds, Series 111
	  	September 1, 2016	  	 	250,000,000	  
	 First Mortgage 3.40% Bonds, Series 112
	  	September 1, 2021	  	 	350,000,000	  
	 First Mortgage 3.80% Bonds, Series 113
	  	October 1, 2042	  	 	350,000,000	  
	 First Mortgage 4.60% Bonds, Series 114
	  	August 15, 2043	  	 	350,000,000	  
	 First Mortgage 2.150% Bonds, Series 115
	  	January 15, 2019	  	 	300,000,000	  
	 First Mortgage 4.700% Bonds, Series 116
	  	January 15, 2044	  	 	350,000,000	  
	 First Mortgage 3.10% Bonds, Series 117
	  	November 1, 2024	  	 	250,000,000	  
		  		  	  
	  
	 
			Total		$	5,828,600,000	  
		  		  	  
	  
	 


  
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 WHEREAS, the Mortgage provides for the issuance from time to time thereunder, in series, of bonds
of the Company for the purposes and subject to the limitations therein specified; and 
 WHEREAS, the Company desires, by this Supplemental
Indenture, to create an additional series of bonds to be issuable under the Mortgage, such bonds to be designated “First Mortgage 3.70% Bonds, Series 118 (hereinafter called the “bonds of Series 118”) and the terms and
provisions to be contained in the bonds of Series 118 or to be otherwise applicable thereto to be as set forth in this Supplemental Indenture; and 

WHEREAS, the bonds of Series 118 and the Trustee’s certificate to be endorsed thereon shall be substantially in the form of the General
Form of Registered Bond Without Coupons and the form of the General Form of Trustee’s Certificate set forth in Section 3.05 of the Supplemental Indenture dated August 1, 1944 to the Mortgage with such appropriate insertions, omissions
and variations in order to express the designation, date, maturity date, annual interest rate, record dates for, and dates of, payment of interest, denominations, terms of redemption and redemption prices, and other terms and characteristics
authorized or permitted by the Mortgage or not inconsistent therewith; and 
 WHEREAS, the Company is legally empowered and has been duly
authorized by the necessary corporate action and by an order or orders of the Illinois Commerce Commission to make, execute and deliver this Supplemental Indenture, and to create, as an additional series of bonds of the Company, the bonds of Series
118, and all acts and things whatsoever necessary to make this Supplemental Indenture, when executed and delivered by the Company and the Trustees, a valid, binding and legal instrument, and to make the bonds of Series 118, when authenticated by the
Trustee and issued as in the Mortgage and in this Supplemental Indenture provided, the valid, binding and legal obligations of the Company, entitled in all respects to the security of the Mortgage, as amended and supplemented, have been done and
performed; 
 NOW, THEREFORE, in consideration of the premises and of the sum of one dollar duly paid by the Trustees to the Company, and
for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 

SECTION 1. Designation and Issuance of Bonds of Series 118. The bonds of Series 118 shall, as hereinbefore recited, be
designated as the Company’s “First Mortgage 3.70% Bonds, Series 118,” and shall be issued in the original aggregate principal amount of $400,000,000. Subject to the provisions of the Mortgage, additional bonds of Series 118 may be
issued without limitation as to the aggregate principal amount thereof. 
 SECTION 2. Form, Date, Maturity Date, Interest Rate
and Interest Payment Dates of Bonds of Series 118. (a) The definitive bonds of Series 118 shall be in engraved, lithographed, printed or typewritten form and shall be registered bonds without coupons; and such bonds and the
Trustee’s certificate to be endorsed thereon shall be substantially in the forms hereinbefore recited, respectively. The bonds of Series 118 shall be dated as provided in Section 3.01 of the Mortgage, as amended by Supplemental Indenture
dated April 1, 1967. 
 (b) The bonds of Series 118 shall mature on March 1, 2045. 

(c) The bonds of Series 118 shall bear interest at the rate of 3.70% per annum until the principal thereof shall be paid. 

  
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 (d) Interest on the bonds of Series 118 shall be payable semi-annually on the first day of March
and the first day of September in each year, commencing September 1, 2015. February 15 and August 15 in each year are hereby established as record dates for the payment of interest payable on the next succeeding interest payment
dates, respectively. The interest on each bond of Series 118 so payable on any interest payment date shall, subject to the exceptions provided in Section 3.01 of the Mortgage, as amended by said Supplemental Indenture dated April 1, 1967,
be paid to the person in whose name such bond is registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date. 

SECTION 3. Execution of Bonds of Series 118. The bonds of Series 118 shall be executed on behalf of the Company by its
President or one of its Vice Presidents, manually or by facsimile signature, and shall have its corporate seal affixed thereto or a facsimile of such seal imprinted thereon, attested by its Secretary or one of its Assistant Secretaries, manually or
by facsimile signature, all as may be provided by resolution of the Board of Directors of the Company. In case any officer or officers whose signature or signatures, manual or facsimile, shall appear upon any bond of Series 118 shall cease to be
such officer or officers before such bond shall have been actually authenticated and delivered, such bond nevertheless may be issued, authenticated and delivered with the same force and effect as though the person or persons whose signature or
signatures, manual or facsimile, appear thereon had not ceased to be such officer or officers of the Company. 
 SECTION
4. Medium and Places of Payment of Principal of and Interest on Bonds of Series 118; Transferability and Exchangeability. Both the principal of and interest on the bonds of Series 118 shall be payable in any coin
or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and both such principal and interest shall be payable at the office or agency of the Company in the City of
Chicago, State of Illinois, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York, and such bonds shall be transferable and exchangeable, in the manner
provided in Sections 3.09 and 3.10 of the Mortgage, at said office or agency. No charge shall be made by the Company to the registered owner of any bond of Series 118 for the transfer of such bond or for the exchange thereof for bonds of other
authorized denominations, except, in the case of transfer, a charge sufficient to reimburse the Company for any stamp or other tax or governmental charge required to be paid by the Company or the Trustee. 

SECTION 5. Denominations and Numbering of Bonds of Series 118. The bonds of Series 118 shall be issued in the
denomination of $2,000 and in such multiples of $1,000 as shall from time to time hereafter be determined and authorized by the Board of Directors of the Company or by any officer or officers of the Company authorized to make such determination, the
authorization of the denomination of any bond of Series 118 to be conclusively evidenced by the execution thereof on behalf of the Company. Bonds of Series 118 shall be numbered R-1 and consecutively upwards. 

SECTION 6. Temporary Bonds of Series 118. Until definitive bonds of Series 118 are ready for delivery, there may be
authenticated and issued in lieu of any thereof and subject to all of the provisions, limitations and conditions set forth in Section 3.11 of the Mortgage, temporary registered bonds without coupons of Series 118. 

SECTION 7. Redemption of Bonds of Series 118. (a) The bonds of Series 118 shall be redeemable, at the option of the
Company, as a whole or in part, at any time prior to September 1, 2044 (six months prior to the maturity date of the bonds of Series 118) 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 a redemption
price equal to the greater of 

  
 6 








 (1) 100% of the principal amount of the bonds of Series 118 to be redeemed, plus
accrued and unpaid interest up to but excluding the redemption date, or 
 (2) as determined by the Quotation Agent (as
hereinafter defined), the sum of the present values of the remaining scheduled payments of principal and interest on the bonds of Series 118 to be redeemed that would be due if such bonds of Series 118 matured on September 1, 2044 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 (as
hereinafter defined) plus twenty (20) basis points, plus accrued and unpaid interest up to but excluding the redemption date. 
 The bonds of Series
118 shall be redeemable, at the option of the Company, as a whole or in part, at any time on or after September 1, 2044 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 a redemption price equal to
100% of the principal amount of the bonds of Series 118 to be redeemed, plus accrued and unpaid interest on those bonds of Series 118 up to but excluding 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 Series 118 or portions of the bonds of Series 118 called for redemption. 
 (b) For purposes of the foregoing Section 7(a), the
following terms shall have the respective meanings set forth below: 
 “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 Series 118 to be redeemed (assuming, for this purpose, that the bonds of
Series 118 matured on September 1, 2044) 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 Series 118. 
 “Comparable Treasury Price” means, with respect to any redemption date: 

(i) 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 
 (ii) if the Quotation Agent obtains fewer than three Reference Treasury
Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received. 

  
 7 








 “Quotation Agent” means the Reference Treasury Dealer appointed
by the Company. 
 “Reference Treasury Dealer” means (1) each of (a) BNP Paribas Securities Corp.
and RBS Securities Inc. and (b) a Primary Treasury Dealer (as defined below) selected by U.S. Bancorp Investments, Inc., and in each case their respective successors and affiliates, unless such entity ceases to be a primary U.S. Government
securities dealer in the United States of America (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 Quotation Agent, 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 Quotation Agent by that Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that redemption date. 

(c) In case the Company shall desire to exercise such right to redeem and pay off all or any part of such bonds of Series 118 as hereinbefore
provided, it shall comply with all the terms and provisions of Article V of the Mortgage applicable thereto, and such redemption shall be made under and subject to the terms and provisions of Article V 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 this Section 7. No publication of notice of any redemption of any bonds of Series 118 shall be required under Section 5.03(a) of the Mortgage.

 SECTION 8. Book-Entry Only System. It is intended that the bonds of Series 118 be registered so as to participate in
the securities depository system (the “DTC System”) with The Depository Trust Company (“DTC”), as set forth herein. The bonds of Series 118 shall be initially issued in the form of a fully registered bond or bonds
in the name of Cede & Co., or any successor thereto, as nominee for DTC. The Company and the Trustees are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including
the Letter of Representations from the Company and the Trustees to DTC relating to the bonds of Series 118 (the “Representation Letter”). In the event of any conflict between the terms of the Representation Letter and the Mortgage,
the terms of the Mortgage shall control. DTC may exercise the rights of a bondholder only in accordance with the terms hereof applicable to the exercise of such rights. 

With respect to bonds of Series 118 registered in the name of DTC or its nominee, the Company and the Trustees shall have no responsibility or
obligation to any broker-dealer, bank or other financial institution for which DTC holds such bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a
“Depository Participant”) or to any person on behalf of whom such a Depository Participant holds an interest in such bonds (each such person being herein referred to as an “Indirect Participant”). Without limiting
the immediately preceding sentence, the Company and the Trustees shall have no responsibility or obligation with respect to: 

(i) the accuracy of the records of DTC, its nominee or any Depository Participant with respect to any ownership interest in the
bonds of Series 118, 
 (ii) the delivery to any Depository Participant or any Indirect Participant or any other person,
other than a registered owner of a bond of Series 118, of any notice with respect to the bonds of Series 118, including any notice of redemption, 

  
 8 








 (iii) the payment to any Depository Participant or Indirect Participant or any
other person, other than a registered owner of a bond of Series 118, of any amount with respect to principal of, redemption premium, if any, on, or interest on, the bonds of Series 118, or 

(iv) any consent given by DTC as registered owner. 

So long as certificates for the bonds of Series 118 are not issued as hereinafter provided, the Company and the Trustees may treat DTC or any successor
securities depository as, and deem DTC or any successor securities depository to be, the absolute owner of such bonds for all purposes whatsoever, including, without limitation, (1) the payment of principal and interest on such bonds,
(2) giving notice of matters (including redemption) with respect to such bonds and (3) registering transfers with respect to such bonds. While a bond of Series 118 is in the DTC System, no person other than DTC or its nominee shall receive
a certificate with respect to such bond. 
 In the event that: 

(a) DTC notifies the Company that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency
registered under applicable law and a successor depositary is not appointed by the Company within 90 days, 
 (b) the Company
determines that the beneficial owners of the bonds of Series 118 should be able to obtain certificated bonds and so notifies the Trustees in writing or 

(c) there shall have occurred and be continuing a completed default or any event which after notice or lapse of time or both
would be a completed default with respect to the bonds of Series 118, 
 the bonds of Series 118 shall no longer be restricted to being registered in the
name of DTC or its nominee. In the case of clause (a) of the preceding sentence, the Company may determine that the bonds of Series 118 shall be registered in the name of and deposited with a successor depository operating a securities
depository system, as may be acceptable to the Company and the Trustees, or such depository’s agent or designee, and if the Company does not appoint a successor securities depository system within 90 days, then the bonds may be registered in
whatever name or names registered owners of bonds transferring or exchanging such bonds shall designate, in accordance with the provisions hereof. 

Notwithstanding any other provision of the Mortgage to the contrary, so long as any bond of Series 118 is registered in the name of DTC or its
nominee, all payments with respect to principal of and interest on such bond and all notices with respect to such bond shall be made and given, respectively, in the manner provided in the Representation Letter. 

SECTION 9. Legends. So long as the bonds of Series 118 are held by DTC, such bonds of Series 118 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. 

  
 9 








 SECTION 10. Confirmation of Lien. The Company, for the equal and
proportionate benefit and security of the holders of all bonds at any time issued under the Mortgage, hereby confirms the lien of the Mortgage upon, and hereby grants, bargains, sells, transfers, assigns, pledges, mortgages, warrants and conveys
unto the Trustees, all property of the Company and all property hereafter acquired by the Company, other than (in each case) property which, by virtue of any of the provisions of the Mortgage, is excluded from such lien, and hereby confirms the
title of the Trustees (as set forth in the Mortgage) in and to all such property. Without in any way limiting or restricting the generality of the foregoing, there is specifically included within the confirmation of lien and title hereinabove
expressed the property of the Company legally described on Exhibit A attached hereto and made a part hereof. 
 SECTION 11.
Amendment of Provision of Mortgage. (a) Section 15.06 of the Mortgage shall be amended and restated to read in its entirety as follows: 

SECTION 15.06. The Trustee and any successor to the Trustee may resign and be discharged from the trusts created by this
Mortgage by giving notice thereof in writing to the Company, specifying the date when such resignation shall take effect, and by giving notice thereof to the bondholders in the manner and to the extent provided under Section 15.10(c), and by
publishing such notice at least once a week for three successive calendar weeks (the first such publication to be not less than thirty days nor more than sixty days prior to the effective date of such resignation) in one authorized newspaper in the
City of Chicago, State of Illinois, and in one authorized newspaper in the Borough of Manhattan, The City of New York, State of New York. Subject to the provisions of Sections 15.04 and 15.05, such resignation shall take effect on the date specified
in such notice unless previously a successor Trustee shall have been appointed as hereinafter provided, in which event such resignation shall take effect upon the appointment of such successor Trustee. The Co-Trustee and any successor to the
Co-Trustee may resign at any time and be discharged from the trusts hereby created by giving the Trustee and the Company notice in writing of such resignation, specifying a date when such resignation shall take effect, which shall be at least thirty
days after the giving of such notice. Such resignation shall, subject to the provisions of Sections 15.04 and 15.05, take effect on the date specified in such notice unless previously a successor trustee shall have been appointed as hereinafter
provided, in which event such resignation shall take effect immediately upon the appointment of such a successor trustee. 

Either of the Trustees or any successor trustee may be removed at any time by the holders of a majority in principal amount of
the bonds issued hereunder and at the time outstanding, upon payment to the trustee so removed of all moneys then due to it or him hereunder, by an instrument or concurrent instruments in writing, signed in duplicate by such holders. One copy shall
be filed with the Company and the other with the trustee so removed. 
 The Co-Trustee and any successor to the Co-Trustee
may be removed at any time by an instrument in writing signed in duplicate by the Trustee, one copy of which shall be filed with the Company and the other delivered to the Co-Trustee so removed. 

In case at any time either of the Trustees or any successor trustee shall resign, die, be dissolved or be removed or otherwise
shall become disqualified to act or incapable of acting, or in case control of the Trustee or of any successor trustee, or of its officers shall be taken over by any public officer or officers, a successor trustee may be appointed by the holders of
a majority in principal amount of the bonds issued hereunder and at the time outstanding by an instrument or concurrent instruments in writing signed in duplicate by such holders, and filed, one copy with the retiring trustee and the other with the
successor trustee, notification thereof being given to the Company by such successor trustee; but until a successor trustee shall be so appointed by the 

  
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bondholders as herein authorized, the Company, by an instrument in writing, executed by order of the Board of Directors, shall in any such case appoint a successor to the Trustee and the Trustee
shall, by an instrument in writing in any such case, appoint a successor to the Co-Trustee. Every such successor to the Trustee so appointed by the bondholders, by a court of competent jurisdiction or by the Company shall be a bank or trust company
in good standing organized and doing business under the laws of the United States or of any State, having an office in the United States of America, and (a) which shall be a corporation having a combined capital and surplus of not less than
$5,000,000, (b) which shall be authorized under the laws of the jurisdiction of incorporation to exercise corporate trust powers, and (c) which shall be subject to supervision or examination by a Federal or State authority. If such
successor Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, the combined capital and surplus of such successor Trustee shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. Every such successor trustee appointed by the bondholders or by the Trustee in succession to the Co-Trustee shall always be an individual, a citizen of the United
States of America, unless otherwise required by law. 
 Anything hereinabove to the contrary notwithstanding, in case at any
time the Co-Trustee, or any successor thereto, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of the Trustees hereunder shall, to the extent permitted by law,
vest in and be exercised by the Trustee, without the appointment of a successor Co-Trustee. 
 If in a proper case no
appointment of a successor to the Trustee or of a successor to the Co-Trustee shall be made pursuant to the foregoing provisions of this Article XV within six months after a vacancy shall have occurred in the office of trustee, the holder of any
bond or the retiring Trustee or Co-Trustee may apply to any court, State or Federal having jurisdiction to appoint a successor trustee, and such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a
successor to the Trustee or to the Co-Trustee, as the case may be. 
 (b) The holders of the bonds of Series 118 shall be deemed to have
approved the foregoing amendment; however, the foregoing amendment shall not become effective until such time as it shall have received the requisite approvals under the provisions of the Mortgage. 

SECTION 12. Miscellaneous. The terms and conditions of this Supplemental Indenture shall be deemed to be a part of the
terms and conditions of the Mortgage for any and all purposes. The Mortgage, as supplemented by said indentures supplemental thereto dated subsequent to August 1, 1944 and referred to in the recitals of this Supplemental Indenture, and as
further supplemented by this Supplemental Indenture, is in all respects hereby ratified and confirmed. 
 This Supplemental Indenture shall
bind and, subject to the provisions of Article XIV of the Mortgage, inure to the benefit of the respective successors and assigns of the parties hereto. 

Although this Supplemental Indenture is dated as of February 18, 2015, it shall be effective only from and after the actual time of its
execution and delivery by the Company and the Trustees on the date indicated by their respective acknowledgments hereto annexed. 

Notwithstanding anything to the contrary contained in the Mortgage, the maximum amount of indebtedness secured by the Mortgage shall not
exceed 200% of the aggregate stated principal amount of the bonds of each series presently outstanding under, and secured by, the Mortgage, as set forth in the 

  
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Recitals to this Supplemental Indenture, except to the extent such maximum amount may be adjusted by a subsequent recorded supplemental indenture (which adjustment, and the corresponding
supplemental indenture, shall not require the consent or approval of the holders of any bonds then outstanding under the Mortgage, including the holders of the bonds of Series 118). 

This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all such counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument. 

  
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 IN WITNESS WHEREOF, Commonwealth Edison Company has caused this Supplemental Indenture to be
executed in its name by its Senior Vice President, Chief Financial Officer and Treasurer, and attested by its Assistant Secretary, and BNY Mellon Trust Company of Illinois, as Trustee under the Mortgage, has caused this Supplemental Indenture to be
executed in its name by one of its Vice Presidents, and attested by one of its Vice Presidents, and D.G. Donovan, as Co-Trustee under the Mortgage, has hereunto affixed his signature, all as of the day and year first above written. 

 

			
	COMMONWEALTH EDISON COMPANY
		
	By:		/s/ Joseph R. Trpik, Jr.
			Joseph R. Trpik, Jr.
			Senior Vice President,
			Chief Financial Officer and Treasurer


 ATTEST: 
 /s/ Lawrence
Bachman 
 Lawrence Bachman 
 Assistant Secretary 

 

			
	BNY MELLON TRUST COMPANY OF ILLINOIS
		
	By:		/s/ R. Tarnas
			R. Tarnas
			Vice President


 ATTEST: 
 /s/ M. Callahan

 M. Callahan 
 Vice President 

 

	
	 /s/ D.G. Donovan
 D.G. Donovan




  
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	STATE OF ILLINOIS		)
			)
	COUNTY OF COOK		)

 I, MARY E. NOLAN, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that
Joseph R. Trpik, Jr., Senior Vice President, Chief Financial Officer and Treasurer of Commonwealth Edison Company, an Illinois corporation, one of the parties described in and which executed the foregoing instrument, and Lawrence Bachman, Assistant
Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such Senior Vice President, Chief Financial Officer and Treasurer and Assistant Secretary,
respectively, and who are both personally known to me to be Senior Vice President, Chief Financial Officer and Treasurer and Assistant Secretary, respectively, of said corporation, appeared before me this day in person and severally acknowledged
that they signed, executed and delivered said instrument as their free and voluntary act as such Senior Vice President, Chief Financial Officer and Treasurer and Assistant Secretary, respectively, of said corporation, and as the free and voluntary
act of said corporation, for the uses and purposes therein set forth. 
 GIVEN under my hand and notarial seal this
        day of February, A.D. 2015. 
  

	
	 /s/ Mary E. Nolan
 Mary E. Nolan

Notary Public



 (NOTARIAL SEAL) 
 My
Commission expires April 23, 2017. 

  
 S-2 









			
	STATE OF ILLINOIS		)
			)
	COUNTY OF COOK		)

 I, JULIE MEADORS, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that R.
TARNAS, Vice President of BNY Mellon Trust Company of Illinois, an Illinois trust company, one of the parties described in and which executed the foregoing instrument, and M. CALLAHAN, Vice President of said trust company, who are both personally
known to me to be the same persons whose names are subscribed to the foregoing instrument as such Vice Presidents, and who are both personally known to me to be Vice Presidents of said trust company, appeared before me this day in person and
severally acknowledged that they signed, executed and delivered said instrument as their free and voluntary act as such Vice Presidents of said trust company, and as the free and voluntary act of said trust company, for the uses and purposes therein
set forth. 
 GIVEN under my hand and notarial seal this 19th day of February, A.D.
2015. 
  

	
	 /s/ Julie Meadors
 Julie Meadors

Notary Public



 (NOTARIAL SEAL) 
 My
Commission expires February 6, 2016. 

  
 S-3 









			
	STATE OF ILLINOIS		)
			)
	COUNTY OF COOK		)

 I, JULIE MEADORS, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that D.G.
DONOVAN, one of the parties described in and which executed the foregoing instrument, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged
that he signed, executed and delivered said instrument as his free and voluntary act for the uses and purposes therein set forth. 
 GIVEN
under my hand and notarial seal this 19th day of February, A.D. 2015. 
  

	
	 /s/ Julie Meadors
 Julie Meadors 

Notary Public



 (NOTARIAL SEAL) 
 My
Commission expires February 6, 2016. 

  
 S-4 








 EXHIBIT A 

LEGAL DESCRIPTIONS 
 See
attached.