Exhibit 4.3


 


	Prepared by: Jeffrey M. Taylor
	701 Ninth Street, N.W. - Mail Stop EP1300
	Washington, D.C. 20068
	Phone (202) 872-2246
	 
	Return to: Jeffrey M. Taylor
	Associate General Counsel - PHI
	701 Ninth Street, N.W. - Mail Stop EP1300
	Washington, D.C. 20068
	Phone (202) 872-2246


 


POTOMAC ELECTRIC POWER COMPANY


 


701 Ninth Street, N.W., Washington, D.C.


 


TO


 


THE BANK OF NEW YORK MELLON


 


101 Barclay Street, New York, NY


 


as Trustee


 





 






 


Supplemental Indenture


 


Dated as of March 9, 2015


 





 






 


Supplemental to Mortgage and Deed of Trust


 


Dated July 1, 1936


 





 






 


FIRST MORTGAGE BONDS, 4.15% SERIES DUE MARCH
15, 2043


 




    	 



    	 



    

 


POTOMAC ELECTRIC POWER COMPANY


 


SUPPLEMENTAL INDENTURE DATED AS OF MARCH 9,
2015


TABLE OF CONTENTS*


 





 



 


	 	 	PAGE
	Parties	 	1
	Recitals	 	1
	 	PART I	 
	 	 	 
	 	Additional Issuance of Bonds of 4.15% Series	5
	 	 	 
	 	PART II	 
	 	 	 
	 	Additional Particular Covenants of the Company	5
	 	 	 
	Section 1.	Company not to withdraw moneys pursuant to Section 2 of Article VIII in excess of an amount equal to principal amount of issued refundable bonds	5
	Section 2.	No property additions made on or prior to December 31, 1946 to be used for any purpose under the Indenture	6
	 	 	 
	 	PART III	 
	 	 	 
	 	Amendment of Indenture to Permit Qualification Under the Trust Indenture Act	6
	 	 	 
	 	PART IV	 
	 	 	 
	 	The Trustee	6
	 	 	 
	 	PART V	 
	 	 	 
	 	Miscellaneous Provisions	6
	 	 	 
	 	Execution of Supplemental Indenture in counterparts	 
	 	Appointment of attorneys-in-fact by parties	 
	 	Testimonium	 
	 	Execution	 
	 	Company’s Acknowledgments	 
	 	Trustee’s Acknowledgments	 


 





 




*The Table of Contents is not part of the Supplemental Indenture and should not be considered
as such. It is included herein only for purposes of convenient reference.






 




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SUPPLEMENTAL INDENTURE, dated
as of March 9, 2015, made by and between Potomac Electric Power Company, a corporation organized and existing under the laws of
the District of Columbia and a domestic corporation of the Commonwealth of Virginia (hereinafter sometimes called the “Company”),
party of the first part, and The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State
of New York (hereinafter sometimes called the “Trustee”), as trustee under the Mortgage and Deed of Trust dated July 1,
1936, hereinafter mentioned, party of the second part;


 


WHEREAS, the Company has
heretofore executed and delivered its Mortgage and Deed of Trust, dated July 1, 1936 (hereinafter sometimes referred to as
the “Original Indenture”), to The Riggs National Bank of Washington, D.C., as trustee, to secure an issue of First
Mortgage Bonds of the Company, issuable in series; and


 


WHEREAS, the Trustee has
succeeded The Riggs National Bank of Washington, D.C. as trustee under the Original Indenture pursuant to Article XIII, Section
3 thereof; and


 


WHEREAS, pursuant to the
terms and provisions of the Original Indenture, indentures supplemental thereto dated as of July 1, 1936, December 1,
1939, August 1, 1940, August 1, 1942, January 1, 1948, May 1, 1949, May 1, 1950, March 1, 1952, May 15,
1953, May 16, 1955, June 1, 1956, December 1, 1958, November 16, 1959, December 1, 1960, February 15,
1963, May 15, 1964, April 1, 1966, May 1, 1967, February 15, 1968, March 15, 1969, February 15, 1970,
August 15, 1970, September 15, 1972, April 1, 1973, January 2, 1974, August 15, 1974, August 15,
1974, June 15, 1977, July 1, 1979, June 16, 1981, June 17, 1981, December 1, 1981, August 1, 1982,
October 1, 1982, April 15, 1983, November 1, 1985, March 1, 1986, November 1, 1986, March 1, 1987,
September 16, 1987, May 1, 1989, August 1, 1989, April 5, 1990, May 21, 1991, May 7, 1992, September 1,
1992, November 1, 1992, March 1, 1993, March 2, 1993, July 1, 1993, August 20, 1993, September 29,
1993, September 30, 1993, October 1, 1993, February 10, 1994, February 11, 1994, March 10, 1995, September 6,
1995, September 7, 1995, October 2, 1997, March 17, 1999, November 17, 2003, March 16, 2004, May 24, 2005, April
1, 2006, November 13, 2007, March 24, 2008, December 3, 2008, March 28, 2012, March 11, 2013, November 14, 2013 and March 11, 2014
have been heretofore entered into between the Company and the Trustee to provide, respectively, for the creation of the first through
the seventy-fifth series of Bonds thereunder and, in the case of the supplemental indentures dated January 1, 1948, March 1,
1952, May 15, 1953, May 16, 1955, June 1, 1956, September 15, 1972, July 1, 1979, June 17, 1981,
November 1, 1985, September 16, 1987, May 1, 1989, May 21, 1991, May 7, 1992, July 1, 1993, October 2,
1997, December 19, 2014 and one of the supplemental indentures dated August 15, 1974, to convey additional property; and


 


WHEREAS, $20,000,000 principal
amount of Bonds of the 3-1/4% Series due 1966 (the first series), $5,000,000 principal amount of Bonds of the 3-1/4% Series due
1974 (the second series), $10,000,000 principal amount of Bonds of the 3-1/4% Series due 1975 (the third series), $5,000,000 principal
amount of Bonds of the 3-1/4% Series due 1977 (the fourth series), $15,000,000 principal amount of Bonds of the 3% Series due 1983
(the fifth series), $10,000,000 principal amount of Bonds of the 2-7/8% Series due 1984 (the sixth series), $30,000,000 principal
amount of Bonds of the 2-3/4% Series due 1985 (the seventh series), $15,000,000 principal amount of Bonds of the 3-1/4% Series
due 1987 (the eighth series), $10,000,000


 




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principal amount of Bonds
of the 3-7/8% Series due 1988 (the ninth series), $10,000,000 principal amount of Bonds of the 3-3/8% Series due 1990 (the tenth
series), $10,000,000 principal amount of Bonds of the 3-5/8% Series due 1991 (the eleventh series), $25,000,000 principal amount
of Bonds of the 4-5/8% Series due 1993 (the twelfth series), $15,000,000 principal amount of Bonds of the 5-1/4% Series due 1994
(the thirteenth series), $40,000,000 principal amount of Bonds of the 5% Series due 1995 (the fourteenth series), $50,000,000 principal
amount of Bonds of the 4-3/8% Series due 1998 (the fifteenth series), $45,000,000 principal amount of Bonds of the 4-1/2% Series
due 1999 (the sixteenth series), $15,000,000 principal amount of Bonds of the 5-1/8% Series due 2001 (the seventeenth series),
$35,000,000 principal amount of Bonds of the 5-7/8% Series due 2002 (the eighteenth series), $40,000,000 principal amount of Bonds
of the 6-5/8% Series due 2003 (the nineteenth series), $45,000,000 principal amount of Bonds of the 7-3/4% Series due 2004 (the
twentieth series), $35,000,000 principal amount of Bonds of the 8.85% Series due 2005 (the twenty-first series), $70,000,000 principal
amount of Bonds of the 9-1/2% Series due August 15, 2005 (the twenty-second series), $50,000,000 principal amount of Bonds of the
7-3/4% Series due 2007 (the twenty-third series), $25,000,000 principal amount of Bonds of the 5-5/8% Series due 1997 (the twenty-fourth
series), $100,000,000 principal amount of Bonds of the 8-3/8% Series due 2009 (the twenty-fifth series), $50,000,000 principal
amount of Bonds of the 10-1/4% Series due 1981 (the twenty-sixth series), $50,000,000 principal amount of Bonds of the 10-3/4%
Series due 2004 (the twenty-seventh series), $38,300,000 principal amount of Bonds of the 6-1/8% Series due 2007 (the twenty-eighth
series), $15,000,000 principal amount of Bonds of the 6-1/2% Series due 2004 (the twenty-ninth series), $20,000,000 principal amount
of Bonds of the 6-1/2% Series due 2007 (the thirtieth series), $7,500,000 principal amount of Bonds of the 6-5/8% Series due 2009
(the thirty-first series), $30,000,000 principal amount of Bonds of the Floating Rate Series due 2010 (the thirty-second series),
$50,000,000 principal amount of Bonds of the 14-1/2% Series due 1991 (the thirty-third series), $50,000,000 principal amount of
Bonds of the Adjustable Rate Series due 2001 (the thirty-fourth series), $60,000,000 principal amount of Bonds of the 14-1/4% Series
due 1992 (the thirty-fifth series), $50,000,000 principal amount of Bonds of the 11-7/8% Series due 1989 (the thirty-sixth series),
$37,000,000 principal amount of Bonds of the 8-3/4% Series due 2010 (the thirty-seventh series), $75,000,000 principal amount of
Bonds of the 11-1/4% Series due 2015 (the thirty-eighth series), $75,000,000 principal amount of Bonds of the 9-1/4% Series due
2016 (the thirty-ninth series), $75,000,000 principal amount of Bonds of the 8-3/4% Series due 2016 (the fortieth series), $75,000,000
principal amount of Bonds of the 8-1/4% Series due 2017 (the forty-first series), $75,000,000 principal amount of Bonds of the
9% Series due 1990 (the forty-second series), $75,000,000 principal amount of Bonds of the 9-3/4% Series due 2019 (the forty-third
series), $75,000,000 principal amount of Bonds of the 8-5/8% Series due 2019 (the forty-fourth series), $100,000,000 principal
amount of Bonds of the 9% Series due 2000 (the forty-fifth series), $100,000,000 principal amount of Bonds of the 9% Series due
2021 (the forty-sixth series), $75,000,000 principal amount of Bonds of the 8-1/2% Series due 2027 (the forty-seventh series);
$30,000,000 principal amount of Bonds of the 6% Series due 2022 (the forty-eighth series); $37,000,000 principal amount of Bonds
of the 6-3/8% Series due 2023 (the forty-ninth series); $78,000,000 principal amount of Bonds of the 6-1/2% Series due 2008 (the
fiftieth series); $40,000,000 principal amount of Bonds of the 7-1/2% Series due 2028 (the fifty-first series); $100,000,000 principal
amount of Bonds of the 7-1/4% Series due 2023 (the fifty-second series); $100,000,000 principal amount of Bonds of the 6-7/8% Series
due 2023 (the fifty-third series); $50,000,000 principal amount of Bonds of the 5-5/8% Series due 2003 (the


 




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fifty-fourth series); $50,000,000
principal amount of Bonds of the 5-7/8% Series due 2008 (the fifty-fifth series); $75,000,000 principal amount of Bonds of the
6-7/8% Series due 2024 (the fifty-sixth series); $42,500,000 principal amount of Bonds of the 5-3/8% Series due 2024 (the fifty-seventh
series); $38,300,000 principal amount of Bonds of the 5-3/8% Series due 2024 (the fifty-eighth series); $16,000,000 principal amount
of Bonds of the 5-3/4% Series due 2010 (the fifty-ninth series); $100,000,000 principal amount of Bonds of the 6-1/2% series due
2005 (the sixtieth series); $75,000,000 principal amount of Bonds of the 7-3/8% Series due 2025 (the sixty-first series); $175,000,000
principal amount of Bonds of the 6-1/4% Series due 2007 (the sixty-second series); $270,000,000 principal amount of Bonds of the
6% Series due 2004 (the sixty-third series); $200,000,000 principal amount of Bonds of the 4.95% Series due 2013 (the sixty-fourth
series); and $175,000,000 principal amount of Bonds of the 4.65% Series due 2014 (the sixty-fifth series) have been heretofore
redeemed and retired and there are now issued and outstanding under the Original Indenture and under the supplemental indentures
referred to above: $100,000,000 principal amount of Bonds of the 5.75% Series due 2034 (the sixty-sixth series); $175,000,000 principal
amount of Bonds of the 5.40% Series due 2035 (the sixty-seventh series); $109,500,000 principal amount of Bonds of the Medco Collateral
Series due 2022 (the sixty-eighth series); $250,000,000 principal amount of Bonds of the 6.50% Series due 2037 (the sixty-ninth
series); $250,000,000 principal amount of Bonds of the 6.50% Series 2 due 2037 (the seventieth series); $250,000,000 principal
amount of Bonds of the 7.90% Series due 2038 (the seventy-first series); $200,000,000 principal amount of Bonds of the 3.05% Series
due 2022 (the seventy-second series); $250,000,000 principal amount of Bonds of the 4.15% Series due 2043 (the seventy-third series);
$150,000,000 principal amount of Bonds of the 4.95% Series due 2043 (the seventy-fourth series); and $400,000,000 principal amount
of Bonds of the 3.60% Series due 2024 (the seventy-fifth series); and


 


WHEREAS, for the purpose
of conforming the Original Indenture to the standards prescribed by the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”), or otherwise modifying certain of the provisions of the Original Indenture, indentures supplemental thereto
dated December 10, 1939, August 10, 1942, October 15, 1942, April 1, 1966, June 16, 1981, June 17,
1981, December 1, 1981, August 1, 1982, October 1, 1982, April 15, 1983, November 1, 1985, March 1,
1986, November 1, 1986, March 1, 1987, September 16, 1987, May 1, 1989, August 1, 1989, April 5,
1990, May 21, 1991, May 7, 1992, September 1, 1992, November 1, 1992, March 1, 1993, March 2, 1993,
July 1, 1993, August 20, 1993, September 29, 1993, September 30, 1993, October 1, 1993, February 10,
1994, February 11, 1994, March 10, 1995, September 6, 1995, September 7, 1995, October 2, 1997, March 17,
1999 and November 17, 2003 have been heretofore entered into between the Company and the Trustee, and for the purpose of conveying
additional property, indentures supplemental thereto dated July 15, 1942, October 15, 1947, December 31, 1948, December 31,
1949, February 15, 1951, February 16, 1953, March 15, 1954, March 15, 1955, March 15, 1956, April 1,
1957, May 1, 1958, May 1, 1959, May 2, 1960, April 3, 1961, May 1, 1962, May 1, 1963, April 23,
1964, May 3, 1965, June 1, 1966, April 28, 1967, July 3, 1967, May 1, 1968, June 16, 1969, May 15,
1970, September 1, 1971, June 17, 1981, November 1, 1985, September 16, 1987, May 1, 1989, May 21,
1991, May 7, 1992, July 1, 1993, October 2, 1997 and December 19, 2014 have been heretofore entered into between
the Company and the Trustee, and for the purpose of better securing and protecting the Bonds then or thereafter issued and confirming
the lien of the Original Indenture, an indenture dated October 15, 1942 supplemental thereto has been heretofore entered into
between the Company and the Trustee; the


 




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Original Indenture as heretofore
amended and supplemented being hereinafter referred to as the “Original Indenture as amended”; and


 


WHEREAS, the Company is entitled
to have authenticated and delivered additional Bonds in substitution for refundable Bonds, upon compliance with the provisions
of Section 7 of Article III of the Original Indenture as amended; and


 


WHEREAS, the Company, by
appropriate action and in conformity with the terms of the Original Indenture has created a series of bonds known as First Mortgage
Bonds, 4.15% Series due March 15, 2043 (hereinafter called “Bonds of 4.15% Series”); and


 


WHEREAS, the terms and provisions
of the Bonds of 4.15% Series, and the form thereof, were set forth in an indenture supplemental to the Original Indenture, dated
as of March 11, 2013, between the Company and the Trustee (hereinafter sometimes referred to as the “4.15% Series Supplemental
Indenture”), which 4.15% Series Supplemental Indenture also provided for the initial issuance of Two Hundred Fifty Million
Dollars ($250,000,000) aggregate principal amount of Bonds of 4.15% Series;


 


WHEREAS, pursuant to Part
II, Section 1 of the 4.15% Series Supplemental Indenture, the principal amount of the Bonds of 4.15% Series that may be authenticated
and delivered under the Original Indenture, as amended, is not limited, except as the Original Indenture limits the principal amount
of bonds that may be issued thereunder;


 


WHEREAS, all acts and things
prescribed by law and by the charter and bylaws of the Company necessary to make the Bonds of 4.15% Series, when executed by the
Company and authenticated by the Trustee, as in the Original Indenture provided, valid, binding and legal obligations of the Company,
entitled in all respects to the security of the Original Indenture and indentures supplemental thereto, have been performed; and


 


WHEREAS, provision is made
in Article II, Section 2 and Article XIV, Section 1 of the Original Indenture for additional supplemental indentures to the Original
Indenture, for the purpose of (i) evidencing the determination of the Board of Directors of the Company to establish the terms
of a series of bonds to be issued under the Original Indenture; (ii) adding to the covenants and agreements of the Company in the
Original Indenture other covenants and agreements thereafter to be observed by the Company, or to surrender any right or power
reserved to or conferred upon the Company in the Original Indenture; and (iii) subjecting to the lien of the Original Indenture
any additional properties acquired after the date of the Original Indenture, with the same force and effect as though included
in the granting clause thereof, and for any other purpose not inconsistent with the terms of the Original Indenture; and the Company
since the date of the Original Indenture has acquired additional property not heretofore specifically subjected to the lien of
the Original Indenture; and the Company desires to add certain further covenants and agreements of the Company for the protection
of the mortgaged and pledged property and the holders of the bonds, as provided in this indenture supplemental to the Original
Indenture (this “Supplemental Indenture”), which the Board of Directors of the Company and the Trustee consider to
be for the protection of the holders of the bonds; and the Company desires to issue an additional Two Hundred Million Dollars ($200,000,000)
in


 




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aggregate principal amount
of the Bonds of 4.15% Series; and the Company therefore deems it advisable to enter into this Supplemental Indenture in the form
and terms hereof; and


 


WHEREAS, the Company, in
the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Original Indenture as amended
and pursuant to appropriate resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver
to the Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and


 


WHEREAS, all conditions and
requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed and
fulfilled, and the execution and delivery hereof have been in all respects duly authorized;


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


That Potomac Electric Power
Company, in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery
of these presents, and for other valuable considerations, the receipt whereof is hereby acknowledged, hereby covenants, declares
and agrees with the Trustee and its successors in the trust under the Original Indenture as amended for the benefit of those who
hold the Bonds and coupons, or any of them, issued or to be issued hereunder or under the Original Indenture as amended, as follows:


 


PART I.


 


Additional Issuance of Bonds
of 4.15% Series


 


Bonds of 4.15% Series for
the aggregate principal amount of Two Hundred Million Dollars ($200,000,000), shall forthwith be executed by the Company and delivered
to the Trustee and shall be authenticated by the Trustee and delivered, after the recording hereof, in accordance with the request
of the Company, signed by its President or one of its Vice Presidents and its Treasurer or one of its Assistant Treasurers, upon
compliance by the Company with the applicable provisions of Articles III and XVIII of the Indenture. Said bonds shall be issued
as an additional amount of the Bonds of 4.15% Series. Upon the issuance of said Bonds of 4.15% Series, the total outstanding aggregate
principal amount of Bonds of 4.15% Series shall be Four Hundred and Fifty Million Dollars ($450,000,000).


 


PART II.


 


Additional Particular Covenants
of the Company.


 


The Company hereby covenants,
warrants and agrees that so long as any Bonds of 4.15% Series are outstanding:


 


SECTION 1.    The Company
will not withdraw, pursuant to the provisions of Section 2 of Article VIII of the Original Indenture as amended, any moneys
held by the Trustee as part of the trust estate in excess of an amount equal to the aggregate principal amount of such of the refundable
Bonds as were theretofore issued by the Company; and that upon any such


 




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withdrawal by the Company
refundable Bonds equal in aggregate principal amount to the amount so withdrawn shall be deemed to have been made the basis of
such withdrawal.


 


SECTION 2.    Property additions
purchased, constructed or otherwise acquired on or before December 31, 1946 shall not be made the basis for the authentication
and delivery of Bonds, or the withdrawal of cash, or the reduction of the amount of cash required to be paid to the Trustee under
any provision of the Original Indenture as amended.


 


PART III.


 


Amendment of Indenture to
Permit Qualification

Under the Trust Indenture Act.


 


The Company and the Trustee,
from time to time and at any time, without any vote or consent of the holders of the Bonds of 4.15% Series, may enter into such
indentures supplemental to the Original Indenture as may or shall by them be deemed necessary or desirable to add to or modify
or amend any of the provisions of the Original Indenture so as to permit the qualification of the Original Indenture under the
Trust Indenture Act.


 


Except to the extent specifically
provided herein, no provision of this Supplemental Indenture is intended to modify, and the parties hereto do hereby adopt and
confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Original Indenture,
as supplemented, in effect prior to November 15, 1990.


 


PART IV.


 


The Trustee.


 


The Trustee hereby accepts
the trusts hereby declared and provided and agrees to perform the same upon the terms and conditions in the Original Indenture
as amended set forth and upon the following terms and conditions:


 


The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency 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. In general, each and every term and condition contained in Article XIII of the Original Indenture as amended shall apply
to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture.


 


PART V.



Miscellaneous Provisions.


 


This Supplemental Indenture
may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same instrument.


 




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The Company hereby constitutes
and appoints Frederick J. Boyle, one of its Senior Vice Presidents, to be its true and lawful attorney-in-fact, for it and in its
name to appear before any officer authorized by law to take and certify acknowledgments of deeds to be recorded in the District
of Columbia, in the State of Maryland, in the Commonwealth of Virginia, and in the Commonwealth of Pennsylvania and to acknowledge
and deliver these presents as the act and deed of said Company.


 


The Bank of New York Mellon,
hereby constitutes and appoints Laurence J. O’Brien, one of its Vice Presidents, to be its true and lawful attorney-in-fact,
for it and in its name to appear before any officer authorized by law to take and certify acknowledgments of deeds to be recorded
in the District of Columbia, in the State of Maryland, in the Commonwealth of Virginia, and in the Commonwealth of Pennsylvania
and to acknowledge and deliver these presents as the act and deed of said The Bank of New York Mellon.


 




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IN WITNESS WHEREOF, said
Potomac Electric Power Company has caused this Supplemental Indenture to be executed on its behalf by its President or one of its
Vice Presidents and its corporate seal to be hereto affixed and said seal and this Supplemental Indenture to be attested by its
Secretary or one of its Assistant Secretaries; and said The Bank of New York Mellon, in evidence of its acceptance of the trust
hereby created, has caused this Supplemental Indenture to be executed on its behalf by one of its Vice Presidents, and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture to be attested by one of its authorized officers, all as
of the 9th day of March, 2015.


 


	 	 	Potomac Electric Power Company
	 	 	 
	(Corporate Seal)	 	By	/s/ Frederick J. Boyle
	 	 	 	Frederick J. Boyle
	 	 	 	Senior Vice President
	 	 	 	 
	Attested:	 	 
	 	 	 
	/s/ Jane K. Storero	 	 
	Jane K. Storero	 	 
	Secretary	 	 
	 	 	 
	Signed, sealed and delivered by	 	 
	Potomac Electric Power Company in 	 	 
	the presence of:	 	 
	 	 	 
	/s/ Deborah A. Gardner	 	 
	 	 	 
	/s/ Kerri L. Clark	 	 
	 	 	 
	As Witnesses	 	 


 




    	 



    	 



    

 


	 	 	The Bank of New York Mellon, as Trustee
	 	 	 
	(Corporate Seal)	 	By	/s/ Laurence J. O’Brien
	 	 	 	Laurence J. O’Brien
	 	 	 	Vice President
	Attested:	 	 
	 	 	 
	/s/ Timothy W. Casey	 	 
	Timothy W. Casey	 	 
	Vice President	 	 
	 	 	 
	Signed, sealed and delivered by The	 	 
	Bank of New York Mellon in the presence	 	 
	of:	 	 
	 	 	 
	/s/ Deborah A. Gardner	 	 
	 	 	 
	/s/ Kerri L. Clark	 	 
	 	 	 
	As Witnesses	 	 


 




    	 



    	 



    

 


City of Washington,


		District of Columbia,	ss.:



 


I, Linda Epperly, a Notary
Public in and for the District of Columbia, United States of America, do hereby certify that Frederick J. Boyle and Jane K. Storero,
whose names as Senior Vice President and Secretary, respectively, of Potomac Electric Power Company, a corporation, are signed
to the foregoing and hereto attached deed, bearing date as of the 9th day of March, 2015, personally appeared this day before me
in my District aforesaid and acknowledged themselves to be, respectively, a Senior Vice President and the Secretary of Potomac
Electric Power Company, and that they as such, being authorized so to do, executed the said deed by signing the name of Potomac
Electric Power Company by Frederick J. Boyle, as Senior Vice President, and attested by Jane K. Storero, as Secretary, and acknowledged
the same before me in my District aforesaid and acknowledged the foregoing instrument to be the act and deed of Potomac Electric
Power Company.


 


Given under my hand and official
seal this 9th day of March, 2015.


 


	(Notarial Seal) 	 
	 	/s/ Linda Epperly
	 	Notary Public 
	 	District of Columbia
	 	 
	 	My Commission Expires: January 1, 2020


 


Certification:


 


This document was prepared under the supervision
of an attorney admitted to practice before the Court of Appeals of Maryland, or by or on behalf of one of the parties named in
the within instrument.


 


	 	/s/ Jeffrey M. Taylor
	 	Jeffrey M. Taylor, Esq.


 




    	 



    	 



    

 


City of Washington,


		District of Columbia,	ss.:



 


I, Linda Epperly, a Notary
Public in and for the District of Columbia, United States of America, do hereby certify that Frederick J. Boyle, a Senior Vice
President of Potomac Electric Power Company, a corporation, one of the parties to the foregoing instrument bearing date as of the
9th day of March, 2015, and hereto annexed, this day personally appeared before me in the City of Washington, the said Frederick
J. Boyle being personally well known to me as the person who executed the said instrument as a Senior Vice President of and on
behalf of said Potomac Electric Power Company and known to me to be the attorney-in-fact duly appointed therein to acknowledge
and deliver said instrument on behalf of said corporation, and, as such attorney-in-fact, he acknowledged said instrument to be
the act and deed of said Potomac Electric Power Company, and delivered the same as such. I further certify that the said Frederick
J. Boyle, being by me duly sworn, did depose and say that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal and was so affixed by order of the Board of Directors of said corporation; and that he signed
his name thereto by like order.


 


Given under my hand and official
seal this 9th day of March, 2015.


 


(Notarial Seal)


 


	 	/s/ Linda Epperly
	 	Notary Public 
	 	District of Columbia
	 	 
	 	My Commission Expires: January 1, 2020


 




    	 



    	 



    

 


City of Washington,


		District of Columbia,	ss.:



 


I, Linda Epperly, a Notary
Public in and for the District of Columbia, United States of America, do hereby certify that Laurence J. O’Brien and Timothy
W. Casey, each of whose names as a Vice President of The Bank of New York Mellon, a New York banking corporation, are signed to
the foregoing and hereto attached deed, bearing date as of the 9th day of March, 2015, personally appeared before me this day in
the City of Washington and acknowledged themselves to be, each a Vice President of The Bank of New York Mellon, and that they as
such, being authorized so to do, executed the said deed by signing the name of The Bank of New York Mellon, by Laurence J. O’Brien,
as Vice President, and attested by Timothy W. Casey, as Vice President, and acknowledged the same before me in the District aforesaid
and acknowledged the foregoing instrument to be the act and deed of The Bank of New York Mellon, as therein set forth.


 


Given under my hand and official
seal this 9th day of March, 2015.


 


(Notarial Seal)


 


	 	/s/ Linda Epperly
	 	Notary Public 
	 	District of Columbia
	 	 
	 	My Commission Expires: January 1, 2020


 




    	 



    	 



    

 


City of Washington,


		District of Columbia,	ss.:



 


Laurence J. O’Brien,
of full age, being sworn according to law, on his oath deposes and says that he is a Vice President of The Bank of New York Mellon,
the Trustee named in the foregoing Supplemental Indenture, dated as of the 9th day of March, 2015, that he is the Vice President
of said Trustee for the purpose of perfecting such Supplemental Indenture and that the consideration in the Original Indenture
referred to therein and in all indentures supplemental to said Original Indenture, including the foregoing Supplemental Indenture,
is true and bona fide as therein set forth.


 


Subscribed and sworn to before me this 9th day
of March, 2015.


 


(Notarial Seal)


 


	 	/s/ Linda Epperly
	 	Notary Public 
	 	District of Columbia
	 	 
	 	My Commission Expires: January 1, 2020


 




    	 



    	 



    

 


City of Washington,


		District of Columbia,	ss.:



 


I, Linda Epperly, a Notary
Public in and for the District of Columbia, United States of America, do hereby certify that Laurence J. O’Brien, a Vice
President of The Bank of New York Mellon, a New York banking corporation, one of the parties to the foregoing instrument bearing
date as of the 9th day of March, 2015, and hereto annexed, this day personally appeared before me, the said Vice President, being
personally well known to me as the person who executed the said instrument as a Vice President of and on behalf of said The Bank
of New York Mellon, and known to me to be the attorney-in-fact duly appointed therein to acknowledge and deliver said instrument
on behalf of said corporation, and, as such attorney-in-fact, he acknowledged said instrument to be the act and deed of said The
Bank of New York Mellon, and delivered the same as such. I further certify that the said Laurence J. O’Brien, being by me
duly sworn, did depose and say that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate
seal and was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.


 


Given under my hand and official
seal this 9th day of March, 2015.


 


(Notarial Seal)


	 	/s/ Linda Epperly
	 	Notary Public 
	 	District of Columbia
	 	 
	 	My Commission Expires:  January 1, 2020


 




    	 



    	 



    

 


CERTIFICATE OF RESIDENCE


 


The Bank of New York Mellon,
Mortgagee and Trustee within named, hereby certifies that its precise address is 101 Barclay Street, New York, New York 10286.


 


	 	The Bank of New York Mellon, as Trustee
	 	 
	 	By:	/s/ Laurence J. O’Brien
	 	 	Laurence J. O’Brien
	 	 	Vice President