Exhibit








This Instrument Prepared By:


/s/Christie D. Cannon                
Christie D. Cannon
Delmarva Power & Light Company
Mailstop 92DC42
500 N. Wakefield Drive
Newark, DE  19702-5440




                                                










DELMARVA POWER & LIGHT COMPANY






TO






THE BANK OF NEW YORK MELLON,
Trustee.






                






ONE HUNDRED AND TWENTY-FOURTH SUPPLEMENTAL
INDENTURE






                






Dated as of January 1, 2020
(but executed on the dates shown on the execution page)






1













This ONE HUNDRED AND TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the first day of January, 2020 (but executed on the dates hereinafter shown), made and entered into by and between DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia, hereinafter called the Company and THE BANK OF NEW YORK MELLON, a New York banking corporation, hereinafter called the Trustee;


WITNESSETH:


WHEREAS, the Company heretofore executed and delivered its Indenture of Mortgage and Deed of Trust (hereinafter in this One Hundred and Twenty-Fourth Supplemental Indenture called the “Original Indenture”), dated as of October 1, 1943, to The New York Trust Company, a corporation of the State of New York, as Trustee, to which The Bank of New York Mellon is successor Trustee, to secure the First Mortgage Bonds of the Company, unlimited in aggregate principal amount and issuable in series, from time to time, in the manner and subject to the conditions set forth in the Original Indenture granted and conveyed unto the Trustee, upon the trusts, uses and purposes specifically therein set forth, certain real estate, franchises and other property therein described, including property acquired after the date thereof, except as therein otherwise provided; and


WHEREAS, the Original Indenture has been supplemented by one hundred and twenty-three supplemental indentures specifically subjecting to the lien of the Original Indenture as though included in the granting clause thereof certain property in said supplemental indentures specifically described and amending and modifying the provisions of the Original Indenture (the Original Indenture, as amended, modified and supplemented by all of the indentures supplemental thereto, including this One Hundred and Twenty-Fourth Supplemental Indenture, is hereinafter in this One Hundred and Twenty-Fourth Supplemental Indenture called the “Indenture”); and


WHEREAS, the execution and delivery of this One Hundred and Twenty-Fourth Supplemental Indenture has been duly authorized by Unanimous Written Consent of the Board of Directors of the Company, and all conditions and requirements necessary to make this One Hundred and Twenty-Fourth Supplemental Indenture a valid, binding and legal instrument in accordance with its terms, for the purposes herein expressed, and the execution and delivery hereof, have been in all respects duly authorized; and


WHEREAS, it is provided in and by the Original Indenture, inter alia, as follows: 


“IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any hereinbefore or hereinafter expressly excepted) shall (subject to the provisions of Section 9.01 hereof and to the extent permitted by law) be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby;”


and




2









WHEREAS, the Company has acquired certain other property, real, personal and mixed, which heretofore has not been specifically conveyed to the Trustee;


NOW, THEREFORE, this ONE HUNDRED AND TWENTY-FOURTH SUPPLEMENTAL INDENTURE WITNESSETH that for and in consideration of the premises and in pursuance of the provisions of the Indenture, the Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto the Trustee and to its successors in the trust in the Indenture created, to its and their assigns forever, all the following described properties of the Company, and does confirm that the Company will not cause or consent to a partition, either voluntary or through legal proceedings, of property, whether herein described or heretofore or hereafter acquired, in which its ownership shall be as tenant in common, except as permitted by, and in conformity with, the provisions of the Indenture and particularly of Article IX thereof:


MARYLAND
Dorchester County


	
					
	Property Name
	Instrument Date
	Deed Records
	Tax Map No.

	Liber
	Folio

	Jacktown Substation
Purchase of 0.56 acres of land located 2927 Ocean Gateway, Cambridge, MD 21613
	12/16/2019
	1553
	431
	Tax Map 0042
Parcel 0278






MARYLAND
Queen Anne’s County 


	
					
	Property Name
	Instrument Date
	Deed Records
	Tax Map No.

	Liber
	Folio

	Narrows Substation
Purchase of 15.968 acres of land located Dream Farm Lane, Chester, MD 21619
	12/30/2019
	3233
	56
	Was part of Tax Map 0057
Parcel 0068
Have not assigned a new tax number yet






MARYLAND
Worcester County 


	
					
	Property Name
	Instrument Date
	Deed Records
	Tax Map No.

	Liber
	Folio

	Culver Substation
Purchase of 1.54 acres (Lot 1B = .849 acres and Lot 1 = 150’ x 200’) of land located 12831 Old Bridge Road & R707 Highway (Lot 1B), W Ocean City, MD 21842
	11/21/2019
	7543
	43
	Tax Map 0027
Parcels 596 and 219






3













Together with all other property, real, personal and mixed, tangible and intangible (except such property as in said Indenture expressly excepted from the lien and operation thereof), acquired by the Company on or prior to December 31, 2019, and not heretofore specifically subjected to the lien of the Indenture.


Also without limitation of the generality of the foregoing, the easements and rights-of-way and other rights in or relating to real estate or the occupancy of the same owned by the Company, and whether used or not used in connection with the Company’s operations, which are conveyed to the Company and recorded in the following Real Property Deed Records to which reference is made for a more particular description, to wit:


DELAWARE
New Castle County


	
			
	Instrument Date
	Deed Records
	Tax ID No.

	10/16/18
	20190417-0028083
	26-049.00-025

	10/29/18
	20190417-0028086
	26-006.20-041

	10/29/18
	20190417-0028086
	26-006.20-041

	10/31/18
	20190830-0068766
	07-042.10-055

	11/27/18
	20190213-0010999
	08-046.00-008

	12/06/18
	20190213-0010997
	07-022.00-037

	12/06/18
	20190417-0028084
	26-057.00-011

	12/17/18
	20190213-0010998
	13-010.00-002

	01/10/19
	20190213-0010996
	15-010.00-168

	01/29/19
	20190417-0028082
	13-008.11-098

	02/25/19
	20190417-0028085
	10-005.30-111

	03/28/19
	201901417-028079
	14-008.00-046

	03/28/19
	20190417-0028080
	15-007.00-076

	04/09/19
	20190417-0028081
	14-016.00-278

	04/15/19
	20190503-0033210
	08-016.00-032, 08-017.00-124, 08-017.00-026

	04/17/19
	20190503-0033206
	08-009.00-016

	04/26/19
	20190503-0032620
	09-029.20-006

	05/02/19
	20190604-0041712
	14-018.00-073

	05/22/19
	20190726-0057674
	26-049.00-029, 26-049.00-039

	05/28/19
	20190712-0053498
	26-049.00-003

	05/30/19
	20190726-0057673
	19-004.00-766, 19-004.00-801, 19-004.00-802

	06/14/19
	20190712-0053497
	08-08.00-068

	06/25/19
	20190723-0056070
	08-029.10-035

	07/18/19
	20190830-0068764
	15-026.00-090

	07/23/19
	20190905-0070093
	11-033.00-307, 308, 309






4









	
			
	07/29/19
	20190905-0070094
	15-020.00-072

	07/29/19
	20190905-0070096
	22-009.00-168, 170, 176, 177, 179, 185

	07/31/19
	20190830-0068765
	10-014.00-002

	08/07/19
	20190905-0070095
	22-009.00-157 & others

	08/20/19
	20190918-0074476
	06-051.00-014

	08/28/19
	20191227-0105731
	10-009.00-007

	08/29/19
	20190919-0075095
	14-015.00-002

	09/19/19
	20191008-0080569
	11-015.10-105 & others

	09/20/19
	20191008-0080569
	11-014.40-121

	09/25/19
	20191018-0083706
	26-035.20-098

	10/08/19
	20191105-0088980
	080-42.00-038

	10/25/19
	20191119-0093828
	09-016.00-033 & 035

	Instrument Date
	Deed Records
	Tax ID No.

	11/11/19
	20191226-0105408
	10-028.00-015

	11/11/19
	20191213-0101789
	20-004.00-024

	11/18/19
	20191213-0101790
	10-006.00-018

	12/02/19
	20191227-0105723
	09-016.00-013

	12/02/19
	20191226-0105409
	10-013.00-013

	12/03/19
	20191227-0105722
	09-016.00-041

	12/03/19
	20191227-0105721
	09-016.00-042 & 043

	12/12/19
	20200108-0002251
	14-019.00-228








5









DELAWARE
Sussex County


	
				
	Instrument Date
	Deed Records
	Tax ID No.

	Book
	Page

	05/22/17
	5028
	91
	134-5.00-222.00

	07/31/17
	5028
	94
	134-5.00-223.00

	12/04/18
	5001
	31
	532-13.00-37.00

	12/06/18
	5001
	34
	132-6.00-83.01

	12/26/18
	5000
	282
	532-20.00-87.06

	12/27/18
	5000
	285
	532-20.00-87.00
532-20.00-87.01
532-20.00-87.02 Lots 1-3

	01/15/19
	5042
	201
	134-9.00-88.00

	01/30/19
	5018
	190
	532-4.00-31.00

	03/09/19
	5028
	97
	233-16.00-26.00

	03/14/19
	5042
	199
	232-12.00-105.00

	03/21/19
	5042
	190
	133-7.00-4.00

	05/29/19
	5116
	307
	135-19.00-21.00

	06/10/19
	5103
	251
	334-13.19-84.00

	06/10/19
	5103
	248
	334-13.19-85.00

	07/31/19
	5103
	254
	334-06.00-144.01

	08/06/19
	5103
	245
	134-13.00-13.00

	08/22/19
	5117
	327
	532-23.00-1.04

	09/10/19
	5133
	298
	235-20.08-56.02

	09/26/19
	5132
	54
	523-23.00-1.00

	10/11/19
	5139
	191
	532-22.00-52.02

	10/14/19
	5161
	115
	134-20.08-114.00

	11/05/19
	5160
	177
	235-30.00-18.00

	11/11/19
	5169
	42
	134-12.00-419.01

	11/25/19
	5169
	35
	334-12.00-57.07








DELAWARE
Kent County


	
				
	Instrument Date
	Deed Records
	Tax ID No.

	Instrument Number

	12/17/18
	9447
	86
	8-00-13900-01-4102-00001

	12/17/18
	9447
	118
	8-00-13900-01-4103-00001

	12/20/2018
	9447
	83
	8-00-13900-01-4104-00001

	12/20/2018
	9447
	89
	8-00-13900-01-4105-00001

	02/14/19
	9480
	111
	8-00-11400-01-0404-00001








6









MARYLAND
Caroline County


	
					
	Instrument Date
	Deed Records


	Map
	Parcel

	Book
	Page

	06/10/19
	1373
	359
	46
	06/10/19

	12/05/19
	1395
	204
	865
	12/05/19








7









MARYLAND
Cecil County


	
					
	Instrument Date
	Deed Records


	Map
	Parcel

	Book
	Page

	05/29/18
	4385
	415
	296
	 

	12/27/18
	4351
	28
	63
	6

	12/27/18
	4351
	26
	63
	5

	12/27/18
	4351
	30
	469
	 

	01/09/19
	4351
	32
	505
	 

	01/25/19
	4357
	11
	556
	15B

	03/13/19
	4385
	417
	280
	 

	03/19/19
	4385
	419
	82
	 

	03/27/19
	4385
	423
	170
	 

	03/28/19
	4385
	425
	169
	 

	04/02/19
	4385
	421
	102
	 

	04/16/19
	4393
	494
	8
	 

	04/16/19
	4394
	48
	11
	 

	04/16/19
	4394
	317
	113
	 

	05/20/19
	4421
	375
	15
	 

	06/13/19
	4421
	378
	175
	 

	07/18/19
	4439
	306
	442
	 

	07/31/19
	4446
	210
	283
	 

	08/01/19
	4456
	197
	197
	 

	08/16/19
	4456
	235
	144
	 

	 
	 
	 
	 
	 

	Instrument Date
	Deed Records


	Map
	Parcel

	Book
	Page

	08/30/19
	4466
	314
	28
	4

	08/30/19
	4466
	311
	28
	5

	09/09/19
	4466
	357
	592
	 

	09/27/19
	4482
	380
	1447
	 

	10/09/19
	4487
	221
	1447
	1

	11/01/19
	4515
	312
	1314
	7

	11/12/19
	4507
	381
	352
	37A, 37B

	11/22/19
	4515
	308
	1314
	6

	12/06/19
	4515
	315
	219
	 








8









MARYLAND
Dorchester County


	
					
	Instrument Date
	Deed Records
	Map
	Parcel

	Liber
	Folio

	01/25/19
	1515
	254
	16
	 

	04/24/19
	1519
	365
	46
	 

	04/30/19
	1519
	362
	138
	 

	06/02/19
	1536
	173
	23
	 

	06/17/19
	1525
	388
	8
	 

	06/17/19
	1525
	390
	154
	 

	06/17/19
	1526
	288
	157
	 

	06/19/19
	1526
	290
	183
	 

	07/02/19
	1528
	34
	27
	 

	07/03/19
	1528
	56
	163
	 

	07/08/19
	1528
	60
	30
	 

	07/10/19
	1528
	54
	55
	 

	07/10/19
	1528
	58
	198
	4

	07/12/19
	1532
	153
	91
	 

	07/22/19
	1532
	148
	283
	 

	07/24/19
	1532
	151
	92
	 

	07/29/19
	1534
	1
	61
	 

	07/29/19
	1533
	388
	213
	1,2,3

	09/19/19
	1541
	433
	112
	 

	10/15/19
	1544
	357
	110
	 

	12/04/19
	1553
	228
	182
	 

	12/12/19
	1553
	231
	24
	 






MARYLAND
Harford County


	
						
	Instrument Date
	Deed Records
	Map
	Parcel

	Liber
	Folio

	12/07/18
	13152
	60
	288
	5
	 

	12/12/18
	13232
	480
	190
	 
	 

	09/13/19
	13539
	110
	48
	 
	 

	10/01/19
	13529
	403
	301
	6
	 








9









MARYLAND
Kent County


	
					
	Instrument Date
	Deed Records
	Map
	Parcel

	Liber
	Folio

	01/11/19
	983
	171
	18
	 

	02/13/19
	993
	211
	24
	 

	02/13/19
	993
	213
	28
	 

	04/09/19
	994
	186
	3
	 

	04/11/19
	994
	189
	19
	1

	06/05/19
	1004
	3
	9
	 

	11/15/19
	1031
	247
	35
	 






MARYLAND
Queen Anne’s County


	
						
	Instrument Date
	Deed Records
	Map
	Parcel
	Lot

	Liber
	Folio

	02/08/19
	3041
	128
	058D
	87
	1&2

	09/29/19
	3199
	8
	56
	176
	 

	10/21/19
	3198
	195
	57
	35
	 

	11/08/19
	3212
	118
	67
	16
	2

	11/11/19
	3212
	93
	058F
	819
	1

	11/12/19
	3225
	78
	48
	67
	1,2,3

	12/04/19
	3225
	81
	76
	56
	2-F-7

	12/04/19
	3225
	84
	76
	56
	2-F-8

	12/04/19
	3225
	87
	76
	56
	2-F-9

	12/11/19
	3224
	195
	28
	149
	1








10











MARYLAND
Wicomico County


	
						
	Instrument Date
	Deed Records
	Map
	Parcel
	Lot

	Liber
	Folio

	12/11/18
	4420
	390
	38
	15
	 

	12/11/18
	4426
	472
	41
	173
	 

	01/07/19
	4423
	14
	30
	81
	 

	01/23/19
	4427
	32
	32
	102
	 

	01/23/19
	4427
	487
	32
	129
	 

	02/13/19
	4436
	116
	5
	13
	 

	02/19/19
	4445
	27
	28
	13
	 

	02/22/19
	4445
	31
	49
	221
	1&2

	02/27/19
	4445
	33
	027A
	169
	 

	06/12/19
	4484
	96
	119
	251
	25-112

	07/30/19
	4508
	486
	37
	66
	 

	09/13/19
	4529
	193
	39
	457
	 

	11/01/19
	4552
	183
	102
	33
	33A

	11/02/19
	4552
	180
	39
	209
	 

	11/18/19
	4559
	144
	21
	92
	 

	12/11/19
	4566
	290
	110
	2432
	11AA








11









MARYLAND
Worcester County


	
						
	Instrument Date
	Deed Records
	Map
	Parcel
	Lot

	Liber
	Folio

	02/08/19
	3041
	128
	058D
	87
	1&2

	12/06/18
	7362
	372
	93
	26
	 

	01/03/19
	7362
	369
	73
	123
	 

	01/24/19
	7403
	124
	55
	16
	 

	01/30/19
	7403
	121
	117
	6105A
	 

	02/01/19
	7403
	118
	27
	512
	 

	03/03/19
	7415
	456
	9
	370
	 

	03/22/19
	7422
	269
	19
	72
	 

	04/02/19
	7415
	362
	20
	291
	2B2

	05/19/19
	7439
	15
	20
	122
	 

	06/18/19
	7457
	332
	464
	27
	 

	07/09/19
	7471
	211
	19
	127
	 

	07/11/19
	7462
	423
	116
	1861A
	 

	07/18/19
	7487
	152
	110
	3942
	 

	09/04/19
	7519
	434
	116
	5966A
	 

	09/27/19
	7514
	208
	10
	218
	 

	10/04/19
	7527
	32
	71
	71
	 

	10/11/19
	7543
	273
	29
	5
	 

	10/30/19
	7545
	452
	26
	463
	 

	 
	 
	 
	 
	 
	 

	Instrument Date
	Deed Records
	Map
	Parcel
	Lot

	Liber
	Folio

	11/06/19
	7554
	332
	14
	256
	 

	11/07/19
	7554
	336
	14
	96
	 










12









The following is a schedule of bonds issued under the Eighty-Eighth Supplemental Indenture and Credit Line Deed of Trust, effective as of October 1, 1994, that can be designated as First Mortgage Bonds, Series I, which may also be designated as Secured Medium Term Notes, Series I; and First Mortgage Bonds, Pledged Series I.


First Mortgage Bonds, Series I/Secured Medium Term Notes, Series I


Issuance Date        Tranche            Maturity        Principal


06/19/95        7.71% Bonds             06/01/25        $100,000,000


06/19/95        6.95% Amortizing Bonds    06/01/08        $  25,800,000


11/25/08        6.40% Bonds            12/01/13        $250,000,000


First Mortgage Bonds, Pledged Series I


Issuance Date        Tranche            Maturity        Principal


10/12/94        1994                10/01/29        $  33,750,000


Total Bonds Issued:                                $409,550,000




As supplemented and amended by this One Hundred and Twenty-Fourth Supplemental Indenture, the Original Indenture and all indentures supplemental thereto are in all respects ratified and confirmed and the Original Indenture and the aforesaid supplemental indentures and this One Hundred and Twenty-Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument.


This One Hundred and Twenty-Fourth Supplemental Indenture shall be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.


The recitals of fact contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.


The debtor and its mailing address are Delmarva Power & Light Company, Mailstop 92DC42, 500 N. Wakefield Drive, Newark, Delaware 19702-5440.  The secured party and its address, from which information concerning the security interest hereunder may be obtained, is The Bank of New York Mellon, 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262, Attn: Corporate Trust Administration.


The Company acknowledges that it received a true and correct copy of this One Hundred and Twenty-Fourth Supplemental Indenture.




13











This One Hundred and Twenty-Fourth Supplemental Indenture is executed and delivered pursuant to the provisions of Section 5.11 and paragraph (a) of Section 17.01 of the Indenture for the purpose of conveying, transferring and assigning to the Trustee and of subjecting to the lien of the Indenture with the same force and effect as though included in the granting clause thereof the above described property so acquired by the Company on or prior to the date of execution, and not heretofore specifically subject to the lien of the Indenture; but nothing contained in this One Hundred and Twenty-Fourth Supplemental Indenture shall be deemed in any manner to affect (except for such purposes) or to impair the provisions, terms and conditions of the Original Indenture, or of any indenture supplemental thereto and the provisions, terms and conditions thereof are hereby expressly confirmed.


[Signatures on following pages]


14











IN WITNESS WHEREOF, the Company has caused this instrument to be signed in its name and behalf by its Senior Vice President, and its corporate seal to be hereunto affixed and attested by its Assistant Secretary and the Trustee has caused this instrument to be signed in its name and behalf by a Vice President and its corporate seal to be hereunto affixed and attested by an authorized officer, effective as of the 1st day of January, 2020.




DELMARVA POWER & LIGHT COMPANY






Date of Execution            By    /s/Wendy E. Stark            
		
	March 18, 2020
	Wendy E. Stark


Senior Vice President, Legal and Regulatory Strategy, and General Counsel






Attest:


/s/Brian Buck            
Brian Buck
Assistant Secretary




DISTRICT OF COLUMBIA    )  SS




BE IT REMEMBERED that as of the 18th day of March, 2020, personally came before me, a notary public for the District of Columbia, Wendy E. Stark, Senior Vice President of DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia (the “Company”), party to the foregoing instrument, known to me personally to be such, and acknowledged the instrument to be her own act and deed and the act and deed of the Company; that her signature is in her own proper handwriting; that the seal affixed is the common or corporate seal of the Company; and that her act of signing, sealing, executing and delivering such instrument was duly authorized by resolution of the Board of Directors of the Company.


GIVEN under my hand and official seal the day and year aforesaid.






/s/Denise J. Wojcik                
Notary Public, District of Columbia
My commission expires     0/14/2023    .
[SEAL]


15













THE BANK OF NEW YORK MELLON,
as Trustee






Date of Execution            By    /s/David M. Babich            
March 31, 2020                    David M. Babich
Authorized Signatory








Attest:


/s/Michael S. Thompson        
Michael S. Thompson
Authorized Signatory






STATE OF PENNSYLVANIA    )
) SS.
COUNTY OF ALLEGHENY    )




BE IT REMEMBERED that as of the 31st day of March, 2020, personally came before me, a Notary Public for the State of Pennsylvania, David M. Babich, Authorized Signatory of THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Trustee”), party to the foregoing instrument, known to me personally to be such, and acknowledged the instrument to be his own act and deed and the act and deed of the Trustee; that his signature is his own proper handwriting; that the seal affixed is the common or corporate seal of the Trustee; and that his act of signing, sealing, executing and delivering said instrument was duly authorized by resolution of the Board of Directors of the Trustee.


GIVEN under my hand and official seal the day and year aforesaid.






/s/Dennis L. Mack                    


	
	
	Commonwealth of Pennsylvania – Notary Seal
Dennis L. Mack, Notary Public
Allegheny County
My commission expires October 15, 2022
Commission Number 1341667




Member, Pennsylvania Association of Notaries


16









CERTIFICATE OF RESIDENCE




THE BANK OF NEW YORK MELLON, successor Trustee to the Trustee within named, hereby certifies that it has a residence at 240 Greenwich Street, in the Borough of Manhattan, in The City of New York, in the State of New York.




THE BANK OF NEW YORK MELLON






By    /s/David M. Babich        
David M. Babich
Authorized Signatory








17











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.








                                        
Christie D. Cannon


18