ex4-2.htm


    


    POTOMAC
ELECTRIC POWER COMPANY

    


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

    


    TO

    


    THE BANK
OF NEW YORK MELLON

    


    (formerly
known as The Bank of New York)

    


    101
Barclay Street, New York, NY

    


    as Trustee

    


    ------------------------------------------

    


    Supplemental
Indenture

    


    Dated
as of December 3, 2008

    


    ------------------------------------------

    


    Supplemental
to Mortgage and Deed of Trust

    


    Dated
July 1, 1936

    


    ------------------------------------------

    


    FIRST
MORTGAGE BONDS, 7.90% SERIES DUE DECEMBER 15, 2038

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    POTOMAC
ELECTRIC POWER COMPANY

    


    SUPPLEMENTAL
INDENTURE DATED AS OF DECEMBER 3, 2008

    


    TABLE OF
CONTENTS*

    


    ------------------------------------------

    


    
      	 
      	 
      	
              PAGE

            
	
              Parties

            	 
      	
              1

            
	
              Recitals

            	 
      	
              1

            
	 
      	
              PART I

            	 
      
	 
      	 
      	 
      
	 
      	
              Description
      of Bonds of 7.90% Series

            	 
      
	 
      	 
      	 
      
	
              Section
      1.

            	
              General
      description of Bonds of 7.90% Series

            	
              4

            
	
              Section
      2.

            	
              Form
      of face of Bond of the 7.90% Series

              Form
      of Trustee’s certificate

              Text
      appearing on reverse side of Bond 7.90% Series

            	
              5

            
	
              Section
      3.

            	
              Denominations
      of Bonds of 7.90% Series; Global Bond

            	
              10

            
	
              Section
      4.

            	
              Legend
      of Depository

            	
              11

            
	
              Section
      5.

            	
              Legend
      of transferred Global Bond

            	
              11

            
	
              Section
      6.

            	
              Transfers
      of Global Bonds

            	
              11

            
	
              Section
      7.

            	
              Reliance
      on certificates by the Company and the Trustee

            	
              11

            
	
              Section
      8.

            	
              Execution
      and form of temporary Bonds of 7.90% Series

            	
              11

            
	 
      	 
      	 
      
	 
      	
              PART II

            	 
      
	 
      	 
      	 
      
	 
      	
              Issue
      of Bonds

            	 
      
	 
      	 
      	 
      
	
              Section
      1.

            	
              Unlimited
      Principal Amount

            	
              12

            
	
              Section
      2.

            	
              Issue
      of Bonds of 7.90% Series

            	
              12

            
	
              Section
      3.

            	
              Future
      Issuances of Bonds of 7.90% Series

            	
              13

            
	 
      	 
      	 
      
	 
      	
              PART III

            	 
      
	 
      	 
      	 
      
	 
      	
              Redemption
      and Cancellation of Bonds

            	 
      
	 
      	 
      	 
      
	
              Section
      1.

            	
              Bonds
      of 7.90% Series redeemable

            	
              13

            
	
              Section
      2.

            	
              Notice
      of redemption

            	
              13

            


    

    


    

      

    

      
      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.

       

    


    
      
         
i

      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Section
      3.

            	
              Cancellation

            	
              13

            
	 
      	 
      	 
      
	 
      	
              PART IV

            	 
      
	 
      	 
      	 
      
	 
      	
              Additional
      Particular Covenants of the Company

            	 
      
	 
      	 
      	 
      
	
              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

            	
              13

            
	
              Section
      2.

            	
              No
      property additions made on or prior to December 31, 1946 to be used for
      any purpose under the Indenture

            	
              13

            
	 
      	 
      	 
      
	 
      	
              PART V

            	
              14

            
	 
      	 
      	 
      
	 
      	
              Amendment
      of Indenture to Permit Qualification Under Trust Indenture Act of
      1939

            	 
      
	 
      	 
      	 
      
	 
      	
              PART VI

               

            	 
      
	 
      	
              The
      Trustee

            	
              14

            
	 
      	 
      	 
      
	 
      	
              PART VII

            	 
      
	 
      	 
      	 
      
	 
      	
              Miscellaneous
      Provisions

            	
              14

            
	 
      	 
      	 
      
	 
      	
              Execution
      of Supplemental Indenture in counterparts

            	 
      
	 
      	
              Appointment
      of attorneys-in-fact by parties

            	 
      
	 
      	
              Testimonium

            	 
      
	 
      	
              Execution

            	 
      
	 
      	
              Company’s
      Acknowledgments

            	 
      
	 
      	
              Trustee’s
      Acknowledgments

            	 
      


    

    



    
      
        ii 


      

      
         


        
          

        

      

      
         


      

    


    


    SUPPLEMENTAL
INDENTURE, dated as of the  third day of December, two thousand eight
(2008), 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 (formerly
known as The Bank of New York), a New York 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 and
March 24, 2008 have been heretofore entered into between the Company and the
Trustee to provide, respectively, for the creation of the first through the
seventieth 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 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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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); $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 fifty-fourth series); $75,000,000 principal amount of Bonds
of the 6-7/8% Series due 2024 (the fifty-sixth series); $100,000,000 principal
amount of Bonds of the 6-1/2% series due 2005 (the


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    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); and $270,000,000 principal amount of
Bonds of the 6% Series due 2004 (the sixty-third 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: $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); $50,000,000 principal amount of Bonds of the 5-7/8% Series
due 2008 (the fifty-fifth 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); $200,000,000 principal amount of Bonds of the 4.95% Series due 2013
(the sixty-fourth series); $175,000,000 principal amount of Bonds of the 4.65%
Series due 2014 (the sixty-fifth series); $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) and $250,000,000 principal amount of
Bonds of the 6.50% Series 2 due 2037 (the seventieth series); and

    


    WHEREAS,
for the purpose of conforming the Original Indenture to the standards prescribed
by the Trust Indenture Act of 1939 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, November 17, 2003, March 16, 2004,
May 24, 2005, April 1, 2006, November 13, 2007 and March 24, 2008 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 and October 2, 1997
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 Original Indenture as heretofore
amended and supplemented being hereinafter referred to as the “Original
Indenture as amended”; and

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    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 has determined to issue a seventy-first series of Bonds under the
Original Indenture as amended, to be known as First Mortgage Bonds, 7.90% Series
due December 15, 2038 hereinafter called “Bonds of 7.90% Series”);
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

    


    DESCRIPTION
OF BONDS OF 7.90% SERIES.

    


    SECTION 1.  The Bonds of
7.90% Series shall, subject to the provisions of Section 1 of Article II of
the Original Indenture as amended, be designated as “First Mortgage Bonds, 7.90%
Series due December 15, 2038” of the Company.  The Bonds of 7.90%
Series shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, all of the terms,
conditions and covenants of the Original Indenture as amended, except in so far
as the terms and provisions of the Original Indenture as amended are amended or
modified by this Supplemental Indenture.

    


    The Bonds
of 7.90% Series shall mature December 15, 2038, and shall bear interest from the
date of initial issuance at the rate of seven and ninety hundredths percent
(7.90%) per annum, payable semiannually, commencing June 15, 2009, on the
fifteenth day of June and the fifteenth day of December in each year (each such
June 15 and December 15 being hereinafter called an “interest payment
date”).  The Bonds of 7.90% Series shall be payable as to principal
and interest in lawful money of the United States of America, and shall be
payable (as well the interest as the principal thereof) at the agency of the
Company in the Borough of Manhattan, The City of New York.

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    The interest so payable on any interest
payment date shall be paid to the persons in whose names the Bonds of 7.90%
Series are registered at the close of business on the first calendar day of the
month in which the interest payment date occurs; provided, that interest payable
on the maturity date shall be paid to the person to whom principal shall be
payable; and provided further that if the Company shall default in the payment
of any interest due on such interest payment date, such defaulted interest shall
be paid to the persons in whose names the Bonds of 7.90% Series are registered
on the date of payment of such defaulted interest, or in accordance with the
regulations of any securities exchange on which the Bonds of 7.90% Series are
listed.  Interest shall be computed on the basis of a 360 day year
comprised of twelve 30 day months.

    


    Except as provided hereinafter, every
Bond of 7.90% Series shall be dated as of the date of its authentication and
delivery, or if that is an interest payment date, the next day, and shall bear
interest from the interest payment date next preceding its date or the date of
delivery of the initial Bonds of 7.90% Series, whichever is
later.  Notwithstanding Section 6 of Article II of the Original
Indenture, any Bond of 7.90% Series authenticated and delivered by the Trustee
after the close of business on the record date with respect to any interest
payment date and prior to such interest payment date shall be dated as of the
date next following such interest payment date and shall bear interest from such
interest payment date; except that if the Company shall default in the payment
of any interest due on such interest payment date, such Bond shall bear interest
from the next preceding interest payment date or the date of delivery of the
initial Bonds of 7.90% Series, whichever is later.

    


    SECTION 2.  The Bonds of
7.90% Series, and the Trustee’s certificate to be endorsed on the Bonds of 7.90%
Series, shall be substantially in the following forms,
respectively:

    


    [FORM OF
FACE OF BOND OF 7.90% SERIES]

    


    THIS BOND
IS A GLOBAL BOND WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS
BOND MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR BONDS REGISTERED
IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND
NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE MORTGAGE.  EVERY BOND AUTHENTICATED AND DELIVERED
UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS BOND
SHALL BE A GLOBAL BOND THAT IS SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

    


    POTOMAC
ELECTRIC POWER COMPANY

    


    (A
District of Columbia and Virginia corporation)

    


    First
Mortgage Bond, 7.90% Series Due December 15, 2038

    


    
      	
              No.

            	
              $

              CUSIP
      No. 737679DC1

            


    

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    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 called the “Company”, which term shall include any
successor corporation as defined in the Amended Indenture hereinafter referred
to), for value received, hereby promises to pay to
                   
or registered assigns, the sum of

                 
dollars, on the fifteenth day of December, 2038, in lawful money of the United
States of America, and to pay interest thereon in like money from the later of
the date of delivery of the initial Bonds of 7.90% Series or the June 15 or
December 15 next preceding the date of this Bond, or if the Company shall
default in the payment of interest due on such interest payment date, then from
the next preceding interest payment date or the date of delivery of the initial
Bonds of 7.90% Series, whichever is later, at the rate of seven and ninety
hundredths percent (7.90%) per annum, payable semiannually, commencing
June 15, 2009, on the fifteenth day of June and December in each year until
maturity, or, if the Company shall default in the payment of the principal
hereof, until the Company’s obligation with respect to the payment of such
principal shall be discharged as provided in the Amended Indenture. The interest
so payable on any June 15 or December 15 will, subject to certain
exceptions provided in the indenture dated as of December 3, 2008 supplemental
to the Amended Indenture, be paid to the person in whose name this Bond is
registered at the close of business on the first calendar day of the month in
which the interest payment date occurs.  Both principal of, and
interest on, this Bond are payable at the agency of the Company in the Borough
of Manhattan, The City of New York.

    


    Reference
is made to the further provisions of this Bond set forth on the reverse hereof,
and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

    


    This Bond
shall not be entitled to any benefit under the Amended Indenture (as defined
herein) or any indenture supplemental thereto, or become valid or obligatory for
any purpose, until The Bank of New York Mellon (formerly known as The Bank of
New York), the Trustee under the Amended Indenture, or a successor trustee
thereto under the Amended Indenture, shall have signed the form of certificate
endorsed hereon.

    


    IN
WITNESS WHEREOF, Potomac Electric Power Company has caused this Bond to be
signed in its name by the signature (or a facsimile thereof) of its President or
a Vice President, and its corporate seal (or a facsimile thereof) to be hereto
affixed and attested by the facsimile signature of its Secretary or an Assistant
Secretary.

    


    
      	 
      	
              POTOMAC
      ELECTRIC POWER COMPANY

            
	 
      	 
      
	 
      	
              By

            	 
      
	 
      	 
      	
              Vice
      President

            
	 
      	 
      	 
      
	
              Attest:

            	 
      	 
      
	 
      	 
      	 
      
	
              Secretary

            	 
      	 
      


    

    


    [FORM OF
TRUSTEE’S CERTIFICATE]

    



    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    This Bond
is one of the Bonds, of the series designated therein, described in the
within-mentioned Amended Indenture and the Supplemental Indenture dated as of
December 3, 2008.

    


    
      	
              Dated:

            	
              The
      Bank of New York Mellon (formerly known as The Bank of New York), as
      Trustee.

            
	 
      	 
      
	 
      	
              By

            	 
      
	 
      	 
      	
              Authorized
      Signatory

            
	 
      	 
      	 
      


    

    


    [TEXT
APPEARING ON REVERSE SIDE OF BOND OF 7.90% SERIES]

    


    This Bond
is one of a duly authorized issue of Bonds of the Company (hereinafter called
the “Bonds”) in unlimited aggregate principal amount, of the series hereinafter
specified, all issued and to be issued under and equally secured (except in so
far as any purchase or sinking fund or analogous provisions for any particular
series of Bonds, established by any indenture supplemental to the Amended
Indenture hereinafter mentioned, may afford additional security for such Bonds)
by a mortgage and deed of trust, dated July 1, 1936, executed by the
Company to The Bank of New York Mellon as successor to The Riggs National Bank
of Washington, D.C. (herein called the “Trustee”), as trustee, as amended by
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, November 17, 2003,
March 16, 2004, May 24, 2005, April 1, 2006, November 13, 2007 and March 24,
2008 (said mortgage and deed of trust, as so amended, being herein called the
“Amended Indenture”) and all indentures supplemental thereto, to which Amended
Indenture and supplemental indentures reference is hereby made for a description
of the properties mortgaged and pledged, the nature and extent of the security,
the rights of the owners of the Bonds and of the Trustee in respect thereto, and
the terms and conditions upon which the Bonds are, and are to be,
secured.  To the extent permitted by, and as provided in, the Amended
Indenture, modifications or alterations of the Amended Indenture, or of any
indenture supplemental thereto, and of the rights and obligations of the Company
and of the holders of the Bonds may be made with the consent of the Company by
an affirmative vote of not less than 60% in amount of the Bonds entitled to vote
then outstanding, at a meeting of Bondholders called and held as provided in the
Amended Indenture, and by an affirmative vote of not less than 60% in amount of
the Bonds of any series entitled to vote then outstanding and affected by such
modification or alteration, in case one or more but less than all of the series
of Bonds then outstanding under the Amended Indenture are so affected; provided,
however, that no such modification or alteration shall be made which will affect
the terms of payment of the principal of, or interest on, this Bond, which are
unconditional, or which reduces the percentage of Bonds the affirmative vote of
which is required for the making of such modifications or
alterations.

    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    This Bond
is one of a series designated as the “First Mortgage Bonds, 7.90% Series due
December 15, 2038” (herein called the “Bonds of 7.90% Series”) of the Company,
issued under and secured by the Amended Indenture and all indentures
supplemental thereto and described in the indenture (herein called the “New
Supplemental Indenture”), dated as of December 3, 2008, between the Company and
the Trustee, supplemental to the Amended Indenture.

    


    The Bonds of 7.90% Series shall be
redeemable at the option of the Company prior to the express date of the
maturity hereof, in whole or in part, at any time.  The Company shall
give notice of its intent to redeem such Bonds at least 30 days but no more than
60 days prior to the date fixed for such redemption (the “Redemption
Date”).  If the Company redeems all or any part of the Bonds of 7.90%
Series pursuant to the provisions of this paragraph, it shall pay an amount
equal to the greater of

    


    (i)                           100%
of the principal amount of the Bonds of 7.90% Series being redeemed,
and

    


    (ii)                           the
sum of the present values of the remaining scheduled payments of principal of
and interest (not including the portion of any scheduled payment of interest
which accrued prior to the Redemption Date) on the Bonds of 7.90% Series being
redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50
basis points,

    plus, in
each case, accrued interest on those Bonds to the Redemption Date (calculated
assuming a 360-day year consisting of twelve 30-day months and for any period
shorter than a full month, on the basis of the actual number of days elapsed in
such period).

    


    “Treasury Rate” means, with respect
to any Redemption Date, the rate per annum 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 such Redemption Date.

    


    “Comparable Treasury Issue” means
the United States Treasury security selected by the Reference Treasury Dealer as
having a maturity comparable to the remaining term of the Bonds of 7.90% Series
to be redeemed that would be utilized, 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
7.90% Series.

    


    “Comparable Treasury Price” means,
with respect to any Redemption Date, (i) the yield for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day preceding such Redemption Date, as set forth in the H.15
Daily Update of the Federal Reserve Bank, or (ii) if such release (or any
successor release) is not published or does not contain prices on such Business
Day, the Reference Treasury Dealer Quotations actually obtained by the Trustee
for such Redemption Date.

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “H.15 (519)” means the weekly
statistical release entitled “H.15 (519) Selected Interest Rates” or any
successor publication published by the Board of Governors of the Federal Reserve
System.

    


    “H.15 Daily Update” means the daily
update of H.15 (519) available through the worldwide website of the Board of
Governors of the Federal Reserve System or any successor site or
publication.

    


    “Reference Treasury Dealer” means
Morgan Stanley & Co. Incorporated and its successors; provided, however,
that the Company may substitute therefor another primary United States Treasury
securities dealer in New York City.

    


    “Reference Treasury Dealer
Quotations” means, with respect to 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 the Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.

    


    The Company shall deliver to the
Trustee before any Redemption Date for the Bonds of 7.90% Series its calculation
of the amount applicable to such redemption.  Except with respect to
the obligations of the Trustee expressly set forth in the foregoing definitions
of “Comparable Treasury Price” and “Reference Treasury Dealer Quotations,” the
Trustee shall be under no duty to inquire into, may presume the correctness of,
and shall be fully protected in acting upon, the Company’s calculation of any
Redemption Price of the Bonds of 7.90% Series.

    


    In lieu of stating the amount
applicable to such redemption, notices of redemption of the Bonds of 7.90%
Series shall state substantially the following: “The amount applicable to the
Bonds to be redeemed shall equal the sum of (a) the greater of (i) 100% of the
principal amount of such Bonds, and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest (not including the
portion of any scheduled payment of interest which accrued prior to the
Redemption Date) on the Bonds being redeemed, discounted to the Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in the Bonds) plus 50 basis points,
plus (b) accrued interest on the principal amount hereof to the Redemption
Date.”

    


    If at the time notice of redemption
is given the redemption moneys are not on deposit with the Trustee, then the
redemption shall be subject to the receipt of such moneys on or before the
Redemption Date, and such notice shall be of no effect unless such moneys are
received.

    


    In case
an event of default, as defined in the Amended Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Amended
Indenture may be declared or may become due and payable, upon the conditions and
in the manner and with the effect provided in the Amended
Indenture.  The Amended Indenture provides that such declaration may
in certain events be waived by the holders of a majority in principal amount of
the Bonds entitled to vote then outstanding.

    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    This Bond
is transferable by the registered owner hereof, in person or by duly authorized
attorney, on the books of the Company to be kept for that purpose at the agency
of the Company in the Borough of Manhattan, The City of New York, upon surrender
and cancellation of this Bond and on presentation of a duly executed written
instrument of transfer, and thereupon a new Bond or Bonds of the same series, of
the same aggregate principal amount and in authorized denominations will be
issued to the transferee or transferees in exchange therefor; and this Bond,
with or without others of the same series, may in like manner be exchanged for
one or more new Bonds of the same series of other authorized denominations but
of the same aggregate principal amount; all subject to the terms and conditions
set forth in the Amended Indenture.

    


    No
recourse shall be had for the payment of the principal of, or the interest on,
this Bond, or for any claim based hereon or otherwise in respect hereof or of
the Amended Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, past, present or
future, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether for amounts unpaid on stock subscriptions or by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof by the
acceptance of this Bond and as part of the consideration for the issue hereof,
and being likewise released by the terms of the Amended Indenture.

    


    [END OF
FORM]

    


    SECTION 3.  The Bonds of
7.90% Series shall be registered Bonds without coupons in denominations of any
multiple of $1,000, numbered consecutively upwards from R-1.  The
Bonds of 7.90% Series initially shall be represented by one or more securities
in registered, global form (a “Global Bond”).  The Company initially
appoints The Depository Trust Company (“DTC”) to act as depositary with respect
to the Global Bonds (together with any successor, the
“Depositary”).  The Bonds of 7.90% Series initially shall be
registered in the name of Cede & Co. as nominee for DTC.

    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    SECTION 4.  So long as the
Bonds of 7.90% Series are held by the Depository, such Bonds of 7.90% Series
shall bear the following legend, in addition to any other legends required by
such Depository:

    


    “THIS
BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS BOND MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR BONDS REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MORTGAGE.  EVERY BOND
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR
OR IN LIEU OF, THIS BOND SHALL BE A GLOBAL BOND THAT IS SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

    


    SECTION 5.  Any Bonds of
7.90% Series authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, any Global Bond shall also be a Global Bond and
shall bear the legend specified in Section 4 of this Part I, except for any bond
authenticated and delivered in exchange for, or upon registration of transfer
of, a Global Bond pursuant to Section 6 of this Part I.

    


    SECTION 6.  Notwithstanding
anything herein to the contrary, a Global Bond shall not be exchangeable for
Bonds of 7.90% Series registered in the name of, and no transfer of a Global
Bond may be registered to, any person other than the Depositary or its nominee,
unless (a) such Depositary (1) notifies the Company that it is unwilling or
unable to continue as Depositary for the Bonds of 7.90% Series or (2) ceases to
be a “clearing agency” registered under the Securities Exchange Act of 1934, as
amended, and the Company within 90 days after it receives such notice or becomes
aware of such ineligibility does not appoint a successor Depositary, (b) the
Company executes and delivers to the Trustee a notice that the Bonds of 7.90%
Series shall be so exchangeable and the transfer thereof so registerable, or (c)
there shall have occurred an event of default as provided in the Mortgage with
respect to the Bonds of 7.90% Series evidenced by such Global
Bond.  Upon the occurrence in respect of the Bonds of 7.90% Series of
any one or more of the conditions specified in clause (a), (b) or (c) of the
preceding sentence, the Bonds of 7.90% Series shall be exchanged for bonds
registered in the names of, and the transfer of such bond shall be registered
to, the beneficial owners of the Bonds of 7.90% Series, or their designees, as
the Depositary shall direct.  Bonds of 7.90% Series issued to
beneficial owners, or their designees shall be substantially in the form set
forth in this 2008 Supplemental Indenture, but shall not include the provision
related to the Global Bonds.

    


    SECTION 7.  The Company and
the Trustee may rely conclusively upon (a) a certificate of the Depository as to
the identity of a participant in the book-entry system; (b) a certificate of any
participant as to the identity of any indirect participant and (c) a certificate
of any participant or any indirect participant as to the identity of, and the
respective principal amount of Bonds of 7.90% Series owned by, beneficial
owners.

    


    SECTION 8.  Until Bonds of
7.90% Series in definitive form are ready for delivery, the Company may execute,
and upon its request in writing the Trustee shall


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    authenticate
and deliver, in lieu thereof, Bonds for such series in temporary form, as
provided in Section 9 of Article II of the Original Indenture as
amended.

    


    PART
II.

    


    Issue of
Bonds.

    


    SECTION 1.  There is no limit
as to the maximum principal amount of Bonds of 7.90% Series that may be
authenticated and delivered by the Trustee or which may at any one time be
outstanding, except as the Original Indenture as amended limits the principal
amount of Bonds which may be issued thereunder.

    


    SECTION 2.  Subsequent to the
execution and delivery hereof, Bonds of 7.90% Series in the aggregate principal
amount of $250,000,000, being the initial issue of Bonds of 7.90% Series, shall
forthwith be executed by the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered (either before or after the recording
hereof) to or upon the order of the Company evidenced by a writing or writings,
signed by its President or one of its Vice Presidents and its Treasurer or one
of its Assistant Treasurers, at such time or times as may be requested by the
Company subsequent to the receipt by the Trustee of:

    


    (1)       the
certified resolution and the officers’ certificate required by Section 3(a) and
Section 3(b) of Article III of the Original Indenture as amended;

    


    (2)       the
opinion of counsel required by Section 3(c) of Article III of the Original
Indenture as amended;

    


    (3)       cash,
if any, in the amount required to be deposited by Section 3(d) of
Article III of the Original Indenture as amended, which shall be held and
applied by the Trustee as provided in said Section 3(d);

    


    (4)       the
officer’s certificate required by Section 7(a) of Article III of the Original
Indenture as amended; and

    


    (5)       the
certificates and opinions required by Article XVIII of the Original Indenture as
amended.

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    SECTION 3.  Subsequent to the
execution and delivery hereof and subject to Section 1 of this Part II,
additional Bonds of 7.90% Series in an unlimited principal amount may be
executed by the Company and delivered to the Trustee and shall be authenticated
by the Trustee and delivered to or upon the order of the Company evidenced by a
writing or writings, signed by its President or one of its Vice Presidents and
its Treasurer or one of its Assistant Treasurers, at such time or times as may
be requested by the Company subsequent to the receipt by the Trustee of such
resolutions, certificates and opinions as are required by the terms of the
Original Indenture as amended and compliance with all provisions of the Original
Indenture as amended applicable to offerings of Bonds of 7.90%
Series.

    


    PART
III.

    


    Redemption
and Cancellation of Bonds.

    


    SECTION 1.  The Bonds of
7.90% Series shall, in accordance with the provisions of Article V of the
Original Indenture as amended, be redeemable, at any time or from time to time
prior to maturity, at the option of the Company, either as a whole or in part by
lot, as set forth in the form of Bond of 7.90% Series contained in Section 2 of
Part I hereof.

    


    SECTION 2.  In accordance
with the provisions of Article V of the Original Indenture as amended, notice of
any redemption shall be sent by the Company through the mails, postage prepaid,
at least 30 days and not more than 60 days prior to the date of redemption, to
the registered owners of any of the Bonds to be redeemed at their addresses as
the same shall appear on the transfer register of the Company.  Any
notice so mailed shall be conclusively presumed to have been duly given, whether
or not the owner receives it.

    


    SECTION 3.  All Bonds
delivered to or redeemed by the Trustee pursuant to the provisions of this Part
III shall forthwith be cancelled.

    


    PART
IV

    


    Additional
Particular Covenants of the Company.

    


    The Company hereby covenants, warrants
and agrees that so long as any Bonds of 7.90% 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 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


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    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 Indenture.

    


    PART
V.

    


    Amendment
of Indenture to Permit Qualification

    Under
Trust Indenture Act of 1939.

    


    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 7.90% 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 of 1939.

    


    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 of 1939
which amend and supersede provisions of the Original Indenture, as supplemented,
in effect prior to November 15, 1990.

    PART
VI.

    


    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
VII.

    


    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.

    


    The Company hereby constitutes and
appoints Anthony J. Kamerick, one of its Vice Presidents, to be its true and
lawful attorney-in-fact, for it and in its name to appear
before


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    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 Cheryl L. Clarke, 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.

    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    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 (formerly known as The Bank of New York), 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 Vice Presidents, all as of the 3rd day of
December, two thousand eight.

    


    
      	 
      	 
      	
              Potomac
      Electric Power Company

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              (Corporate
      Seal)

            	 
      	
              By

            	
              /s/
      A. J. KAMERICK

            
	 
      	 
      	
              Anthony
      J. Kamerick

              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Attested:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      ELLEN S. ROGERS

            	 
      	 
      
	
              Ellen
      Sheriff Rogers

              Secretary

            	 
      	 
      
	 
      	 
      	 
      
	
              Signed,
      sealed and delivered by

              Potomac
      Electric Power Company in

              the
      presence of:

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      VICTORIA FRANKLIN

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      LESLIE ZIMBERG MARTIN

            	 
      	 
      
	
              As
      Witnesses

            	 
      	 
      


    

    


    



    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              The
      Bank of New York Mellon (formerly known as The Bank of New York), as
      Trustee

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              (Corporate
      Seal)

            	 
      	
              By

            	
              /s/
      CHERYL L. CLARKE

            
	 
      	 
      	
              Cheryl
      L. Clarke

              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Attested:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      MARY MISELIS

            	 
      	 
      
	
              Mary
      Miselis

              Vice
      President

            	 
      	 
      
	 
      	 
      	 
      
	
              Signed,
      sealed and delivered by The

              Bank
      of New York Mellon in the presence

              of:

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      SHERMA THOMAS

            	 
      	 
      
	
              Sherma
      Thomas

              Assistant
      Treasurer

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              As
      Witnesses

            	 
      	 
      


    

    


    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    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 Anthony J. Kamerick and Ellen Sheriff Rogers,
whose names as 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 3rd day of
December, 2008, personally appeared this day before me in my District aforesaid
and acknowledged themselves to be, respectively, a 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 Anthony J. Kamerick, as Vice President, and attested
by Ellen Sheriff Rogers, 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 3rd day of
December, 2008.

    


    
      	
              (Notarial
      Seal)

            	
              /s/
      LINDA J. EPPERLY

            
	 
      	
              Notary
      Public

              District
      of Columbia

            
	 
      	 
      
	 
      	
              My
      Commission Expires: January 1,
      2010

            
	 
      	 
      
	 
      	
              Linda
      J. Epperly

              Notary
      Public District of Columbia

              My
      Commission Expires Jan. 1, 2010

            


    

    


    



    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    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 Anthony J. Kamerick, a Vice President of Potomac
Electric Power Company, a corporation, one of the parties to the foregoing
instrument bearing date as of the 3rd day of
December, 2008, and hereto annexed, this day personally appeared before me in
the City of Washington, the said Anthony J. Kamerick being personally well known
to me as the person who executed the said instrument as a 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
Anthony J. Kamerick, 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 3rd day of
December, 2008.

    


    
      	
              (Notarial
      Seal)

            	
              /s/
      LINDA J. EPPERLY

            
	 
      	
              Notary
      Public

              District
      of Columbia

            
	 
      	 
      
	 
      	
              My
      Commission Expires: January 1,
      2010

            
	 
      	 
      
	 
      	
              Linda
      J. Epperly

              Notary
      Public District of Columbia

              My
      Commission Expires Jan. 1, 2010

            


    

    



    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    City of
New York,

    State of
New
York,                 ss.:

    


    I, Carlos
R. Luciano, a Notary Public in and for the City of New York, State of New York,
do hereby certify that Cheryl L. Clarke and Mary Miselis, whose names as Vice
Presidents, 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 3rd day of
December, 2008, personally appeared before me this day in the State aforesaid
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 Cheryl L. Clarke as
Vice President, and attested by Mary Miselis, as Vice President, and
acknowledged the same before me in the State 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 3rd day of
December 2008.

    


    


    
      	
              (Notarial
      Seal)

            	
              /s/
      CARLOS R. LUCIANO

            
	 
      	
              Notary
      Public

              New
      York, New York

            
	 
      	 
      
	 
      	
              My
      Commission Expires: ______________

            
	 
      	 
      
	 
      	
              CARLOS
      R. LUCIANO

              Notary
      Public, State of New York

              No.
      41-4765897

              Qualified
      in Queens County

              Commission
      Expires April 30, 2010

            


    

    



    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    City of
New York,

    State of
New
York,                 ss.:

    


    Cheryl L. Clarke, of full age, being
sworn according to law, on her oath deposes and says that she is a Vice
President of The Bank of New York Mellon, the Trustee named in the foregoing
Supplemental Indenture, dated as of the 3rd day of
December, 2008, that she is the agent 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
3rd
day of December, 2008.

    


    
      	
              (Notarial
      Seal)

            	
              /s/
      CARLOS R. LUCIANO

            
	 
      	
              Notary
      Public

              New
      York, New York

            
	 
      	 
      
	 
      	
              My
      Commission Expires: ______________

            
	 
      	 
      
	 
      	
              CARLOS
      R. LUCIANO

              Notary
      Public, State of New York

              No.
      41-4765897

              Qualified
      in Queens County

              Commission
      Expires April 30, 2010

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    City of
New York,

    State of
New
York,                 ss.:

    


    I, Carlos
R. Luciano, a Notary Public in and for the City of New York, State of New York,
do hereby certify that Cheryl L. Clarke 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 3rd day of
December, 2008, and hereto annexed, this day personally appeared before me in
the City of New York, the said Cheryl L. Clarke, 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, she
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 Cheryl L. Clarke, being by me duly sworn, did depose and say that she 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 she signed her name thereto by like order.

    


    Given
under my hand and official seal this 3rd day of
December, 2008.

    


    
      	
              (Notarial
      Seal)

            	
              /s/
      CARLOS R. LUCIANO

            
	 
      	
              Notary
      Public

              New
      York, New York

            
	 
      	 
      
	 
      	
              My
      Commission Expires: ______________

            
	 
      	 
      
	 
      	
              CARLOS
      R. LUCIANO

              Notary
      Public, State of New York

              No.
      41-4765897

              Qualified
      in Queens County

              Commission
      Expires April 30, 2010

            


    

    


    



    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    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, NY 10286.

    


    
      	 
      	 
      	
              The
      Bank of New York Mellon, as Trustee

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              By

            	
              /s/
      CHERYL L. CLARKE

            
	 
      	 
      	 
      	
              Name:
      Cheryl L. Clarke

              Title:
      Vice President