ex42a






                                                           Exhibit 4.2                                                                                                    This Instrument Prepared By:                             /s/ Brian J. Buck                                                   Brian J. Buck                            Assistant  General  Counsel  and  Assistant  Secretary-                            Exelon Corporation                             701 Ninth Street, N.W. – Mail Stop EP1300                            Washington, D.C.  20068                                                                                        DELMARVA POWER & LIGHT COMPANY                              TO                THE BANK OF NEW YORK MELLON,                             Trustee.                            ________   ONE HUNDRED AND TWENTY-FIRST SUPPLEMENTAL INDENTURE                            ________                      Dated as of June 1, 2018          (but executed on the dates shown on the execution page)                                   





 






         This ONE HUNDRED AND   TWENTY-FIRST  SUPPLEMENTAL INDENTURE, dated as  of the 1st day of June, 2018 (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-First 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  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-First Supplemental Indenture, is hereinafter in this One Hundred and Twenty-First Supplemental  Indenture called the “Indenture”); and         WHEREAS, the Original Indenture provides for the issuance of bonds thereunder in one or more  series, the form of each series  of bonds and of the coupons to be attached to any coupon bonds to be  substantially in the forms set forth therein with such omissions, variations and insertions as are authorized  or  permitted  by  the  Original Indenture  and  determined  and  specified  by  the  Board  of  Directors  of the  Company; and         WHEREAS, the Company, by appropriate corporate action in conformity with the terms of the  Original Indenture, has duly determined to create a series of bonds to be designated as First Mortgage  Bonds, 4.27% Series due June 15, 2048 (hereinafter sometimes referred to as the “4.27% Series Bonds”  or the “bonds of 4.27% Series”), which said 4.27% Series Bonds are to be substantially in the following  form:                              [FORM OF FACE OF BOND]         THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS  AMENDED,  OR  THE  SECURITIES  OR  “BLUE  SKY”  LAWS  OF  ANY  OTHER  JURISDICTION,  AND  MAY  BE  TRANSFERRED  ONLY  IN  COMPLIANCE  WITH  SUCH  REGISTRATION  REQUIREMENTS OR UNDER AN EXEMPTION THEREFROM.                        DELMARVA POWER & LIGHT COMPANY                              FIRST MORTGAGE BOND,                           4.27% SERIES DUE JUNE 15, 2048  Number: [_______]                                                 $[_________]     





 






                                                                 PPN No.: [_______]         DELMARVA  POWER  &  LIGHT  COMPANY,  a  Delaware  and  Virginia  corporation  (the  “Company”),  for  value  received,  hereby  promises to  pay  to [_____________],  the  sum  of  [____________] Dollars ($[__________]) on June 15, 2048, at the office or agency of the Company in  the  Borough  of  Manhattan,  The  City  of  New  York,  in  such  coin  or  currency  of  the  United  States  of  America as at the time of payment shall be legal tender for public and private debts, and to pay interest  thereon, semi-annually on June 15 and December 15 of each year at the rate of four and twenty-seven  hundredths percent  (4.27%)  per  annum,  at  said  office  or  agency  in  like  coin  or  currency,  from  the  fifteenth day of June or December, as the case may be, to which interest has been paid preceding the date  hereof (unless the date hereof is a June 15 or December 15 on which interest has been paid, in which case  from the date hereof, or unless the date hereof is prior to December 15, 2018, in which case from June  [__], 2018), until this bond shall mature, according to its terms or on prior redemption or by declaration or  otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Mortgage  hereinafter mentioned from such date of maturity until this bond shall be paid or the payment hereof shall  have been duly provided for. The interest so payable on any June 15 or December 15 will 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; provided, however, that interest payable at maturity will  be paid to the person to whom principal is paid. In the event that any interest payment date is a legal  holiday or a day on which banking institutions are authorized by law to close, then payment of interest  payable on such date may be made on the next succeeding day, not a legal holiday or a day on which  banking  institutions  are  authorized  by  law  to  close,  with  the  same  force  and  effect  as  if  made  on  the  interest payment date. Interest on this bond shall be computed on the basis of a 360-day year consisting of  twelve 30-day months.         The provisions of this bond are continued on the reverse hereof and such continued provisions  shall for all purposes have the same effect as though fully set forth at this place.         This  bond  shall  not  become  valid  or  obligatory  for  any  purpose  until  THE  BANK  OF  NEW  YORK  MELLON,  the  Trustee  under  the  Mortgage,  or  its  successor  thereunder,  shall  have  signed  the  certificate of authentication endorsed hereon.         IN WITNESS WHEREOF, DELMARVA POWER & LIGHT COMPANY has caused this bond  to  be  signed  in  its  name  with  the  manual  or  facsimile  signature  of  its  President  or  one  of  its  Vice  Presidents and its corporate seal, or a facsimile thereof, to be affixed hereto and attested by the manual or  facsimile signature of its Secretary or one of its Assistant Secretaries.   Dated:   Seal:                                           DELMARVA POWER & LIGHT COMPANY  Attest:                                          By:        Assistant Secretary                   Senior Vice President                             Trustee’s Authentication Certificate         This  bond  is  one  of  the  bonds  of  the  series  herein  designated,  provided  for  in  the within- mentioned mortgage.                                          3  





 






                                            THE BANK OF NEW YORK MELLON, Trustee                                            By:                                               Authorized Officer                             [FORM OF REVERSE OF BOND]                       DELMARVA POWER & LIGHT COMPANY                              FIRST MORTGAGE BOND,                           4.27% SERIES DUE JUNE 15, 2048         This bond is one of an issue of bonds of the Company (herein referred to as the “bonds”), not  limited in principal amount, issuable in series, which different series may mature at different times, may  bear interest at different rates, and may otherwise vary as in the Mortgage hereinafter mentioned, and is  one of a series known as its First Mortgage Bonds, 4.27% Series due June 15, 2048 (herein sometimes  referred to as “bonds of 4.27% Series ”). All bonds of all series and tranches issued and to be issued under  and equally and ratably secured (except insofar as any sinking fund, established in accordance with the  provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any  particular series or tranche) by the Mortgage and Deed of Trust, dated as of October 1, 1943, executed by  the Company to THE NEW YORK TRUST COMPANY, as Trustee, to which THE BANK OF NEW  YORK  MELLON,  a  New  York  banking  corporation,  is  successor  Trustee  (herein,  together  with  any  indentures  supplemental thereto,  including  a One  Hundred  and  Twenty-First  Supplemental Indenture,  dated  as  of June  1,  2018  (the  “One  Hundred  and  Twenty-First  Supplemental Indenture”),  called  the  “Mortgage”), to which reference is made for a description of the property mortgaged and pledged, the  nature and extent of the security, the rights and limitations of rights of the holders of the bonds and of the  Company in respect thereof, the rights, duties and immunities of the Trustee, and the terms and conditions  upon which the bonds are, and are to be, issued and secured. The Mortgage contains provisions permitting  the Company and the Trustee, with the consent of the holders of not less than seventy-five percent (75%)  in principal amount of all the bonds at the time outstanding (determined as provided in the Mortgage),  evidenced  as  in  the  Mortgage  provided,  or in  case  the  rights  under  the  Mortgage  of  the  holder  of  the  bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, then with the  consent of the holders of not less than seventy-five percent (75%) in principal amount of the bonds at the  time outstanding of the one or more series, taken in the aggregate, affected (determined as provided in the  Mortgage),  evidenced  as  in  the  Mortgage  provided,  to  execute  supplemental  indentures  adding  any  provisions  to  or  changing  in  any  manner  or  eliminating  any  of  the  provisions  of  the  Mortgage  or  modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that no  such supplemental indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate or extend  the time of payment of interest thereon, or reduce the principal amount thereof, without the consent of the  holder of each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the holders of which are  required to consent to any such supplemental indenture without the consent of the holders of all bonds  then outstanding. Any such consent by the registered holder of this bond (unless effectively revoked as  provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders  of this bond, irrespective of whether or not any notation of such consent is made upon this bond.   No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair  the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if  any,  and  interest  on  this  bond  at  the  time  and  place,  at  the  rate  and  in  the  coin  or  currency herein  prescribed.                                          4  





 






         The  fully  registered  bonds  of 4.27% Series  are  issuable  in  denominations  of  $1,000  and  any  integral multiple of $1,000 in excess thereof. At the office or agency to be maintained by the Company in  the  Borough  of  Manhattan,  The  City  of  New  York  and  in  the  manner  and  subject  to  the  limitations  provided in the Mortgage, fully registered bonds of such series may be exchanged for a like aggregate  principal amount of fully registered bonds of such series of other authorized denominations, and in each  case without payment of any service or other similar charge, but the Company may require payment of a  sum  sufficient  to  cover  any  tax  or  taxes  or  other  governmental  charges  required  to  be  paid  by  the  Company in relation thereto, as provided in the One Hundred and Twenty-First Supplemental Indenture.         In order to enable the Trustee to comply with its obligations under applicable tax laws, rules and  regulations in effect from time to time (“Applicable Law”), the Company shall provide to the Trustee,  following  written  request  from  the  Trustee,  such  information  concerning  the  holders  of  the  bonds  of  4.27% Series as the Trustee may reasonably request in order to determine whether the Trustee has any  tax-related obligations under Applicable Law with respect to the payments made to holders of the bonds  of 4.27% Series, but only to the  extent (a) such information is  in the  Company’s  possession, (b) such  information is not subject to any confidentiality or similar agreement or undertaking or otherwise deemed  by the  Company  to  be  confidential and  (c)  providing  such information  to the Trustee  does  not,  in  the  judgment of the Company, breach or violate or constitute a default under any applicable laws, rules or  regulations or any instrument or agreement to which the Company of any of its affiliates is a party or may  be  bound.  The  Company,  the  Trustee  or  any  paying  agent  for  the  bonds  of 4.27% Series  shall  be  permitted  to  make  any  withholding  or  deduction from  the  amount  of  principal  and  interest  payable  to  holders of the bonds of 4.27% Series to the extent required under Applicable Law.         The bonds of 4.27% 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; provided that the Company may not redeem  less than 5% of the aggregate principal amount of the bonds of the 4.27% Series in the case of any partial  redemption. The  Company shall give  notice  of its intent to redeem such bonds of 4.27% Series to the  holders of such bonds of the 4.27% Series at least 30 days but no more than 90 days prior to the date fixed  for such redemption (the “Redemption Date”). If the Company redeems all or any part of the bonds of  4.27% Series pursuant to the provisions of this paragraph, it shall pay an amount equal to 100% of the  principal amount of the bonds of the 4.27% Series to be redeemed and a Make-Whole Amount, which  shall be calculated as follows:         “Make-Whole Amount” means, as determined by the Company, with respect to any bond of the  4.27% Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled  Payments with respect to the Called Principal of such bond of the 4.27% Series over the amount of such  Called Principal of such bond of the 4.27% Series, provided, that the Make-Whole Amount may in no  event be less than zero.  For the purposes of determining the Make-Whole Amount, the following terms  have the following meanings:            “Business  Day”  means any  day  other  than  a  Saturday,  a  Sunday  or  a  day  on  which           commercial banks in New York City are required or authorized to be closed.            “Called Principal” means, with respect to any bond of the 4.27% Series, the principal of such           bond  of  the 4.27% Series that  is  to  be redeemed or  has  become  or  is  declared  to  be           immediately due and payable pursuant to the Mortgage.            “Discounted Value”  means, with respect to the  Called Principal of any bond of the 4.27%           Series, the amount obtained by discounting all Remaining Scheduled Payments with respect           to such Called Principal from their respective scheduled due dates to the Settlement Date with           respect  to  such  Called  Principal,  in  accordance  with  accepted  financial  practice  and  at  a                                         5  





 






                discount factor (applied on the same periodic basis as that on which interest on the bonds of  the 4.27% Series is  payable)  equal  to  the  Reinvestment  Yield  with  respect  to  such  Called  Principal.   “Reinvestment Yield” means, with respect to the Called Principal of any bond of the 4.27%  Series, the  sum  of  (a) 0.50%  plus  (b)  the  yield  to maturity  implied  by  the  “Ask  Yield(s)”  reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the  Settlement  Date  with  respect  to  such  Called  Principal,  on  the  display  designated  as  “Page  PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for  the  most  recently  issued  actively  traded  on-the-run  U.S.  Treasury  securities  (“Reported”)  having a maturity equal to the Remaining Average Life of such Called Principal as of such  Settlement Date.  If there are no such U.S. Treasury securities Reported having a  maturity  equal  to  such  Remaining  Average  Life,  then  such  implied  yield  to  maturity  will  be  determined  by  (i)  converting  U.S.  Treasury  bill  quotations  to  bond  equivalent  yields  in  accordance with accepted financial practice and (ii) interpolating linearly between the “Ask  Yields”  Reported  for  the  applicable  most  recently  issued  actively  traded  on-the-run  U.S.  Treasury  securities  with  the  maturities  (1)  closest  to  and  greater  than  such  Remaining  Average  Life  and  (2)  closest  to  and  less than  such  Remaining  Average  Life.   The  Reinvestment  Yield  shall  be  rounded  to  the  number  of  decimal  places  as  appears  in  the  interest rate of the applicable bond of the 4.27% Series.   If such yields are not Reported or the yields Reported as of such time are not ascertainable  (including by way of interpolation), then  “Reinvestment Yield”  means,  with respect to the  Called Principal of any bond of the 4.27% Series, the sum of (x) 0.50% plus (y) the yield to  maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for  which  such  yields  have  been  so  reported  as  of  the  second  Business  Day  preceding  the  Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release  H.15  (or  any  comparable  successor  publication)  for  the  U.S.  Treasury  constant  maturity  having  a  term  equal  to  the  Remaining  Average  Life  of  such  Called  Principal  as  of  such  Settlement Date.  If there is no such U.S. Treasury constant maturity having a term equal to  such  Remaining  Average  Life,  such  implied  yield  to  maturity  will  be  determined  by  interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the  term  closest  to  and  greater  than  such  Remaining  Average  Life  and  (2)  the  U.S.  Treasury  constant maturity so reported with the term closest to and less than such Remaining Average  Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in  the interest rate of the applicable bond of the 4.27% Series.   “Remaining Average Life” means, with respect to any Called Principal, the number of years  obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by  multiplying (a) the principal component of each Remaining Scheduled Payment with respect  to such Called Principal by (b) the number of years, computed on the basis of a 360-day year  comprised of twelve  30-day  months  and  calculated to two decimal places, that will elapse  between the Settlement Date with respect to such Called Principal and the scheduled due date  of such Remaining Scheduled Payment.   “Remaining Scheduled Payments” means, with respect to the Called Principal of any bond of  the 4.27% Series, all payments of such Called Principal and interest thereon that would be  due  after  the  Settlement  Date  with respect to  such  Called  Principal  if  no  payment of  such  Called Principal were made prior to its scheduled due date, provided that if such Settlement  Date  is  not  a  date  on  which  interest  payments  are  due  to  be  made  under  the bonds  of the  4.27% Series,  then  the  amount  of  the  next  succeeding  scheduled  interest  payment  will  be                                6  





 






            reduced by the amount of interest accrued to such Settlement Date and required to be paid on           such Settlement Date.            “Settlement  Date”  means,  with  respect  to  the  Called  Principal  of  any bond  of  the 4.27%           Series, the date on which such Called Principal is to be prepaid or has become or is declared           to be immediately due and payable pursuant to the Mortgage, as the  context requires. The           Company’s notice of redemption to the holders of bonds of 4.27% Series shall specify such           date (which shall be a Business Day), the aggregate principal amount of the bonds of 4.27%           Series to be prepaid on such date, the principal amount of each bond of 4.27% Series held by           such holder to be prepaid (determined in accordance with the next paragraph hereof), and the           interest  to  be  paid  on  the  prepayment  date  with  respect  to  such  principal  amount  being           prepaid,  and  shall  be  accompanied  by  a  certificate  of the  chief  financial  officer,  principal           accounting  officer,  treasurer, assistant  treasurer or  comptroller  of  the  Company  (each,  a           “Senior Financial Officer”) as to the estimated Make-Whole Amount due in connection with           such prepayment (calculated as if the date of such notice were the date of the prepayment),           setting forth the details of such computation.  Two Business Days prior to such prepayment,           the  Company  shall  deliver  to the  Trustee  and each  holder  of  bonds  of 4.27% Series a           certificate  of  a  Senior  Financial  Officer  specifying  the  calculation  of  such  Make-Whole           Amount as of the specified prepayment date.         In the case of each partial prepayment of the bonds of 4.27% Series, the principal amount of the  bonds of 4.27% Series to be prepaid shall be allocated among all of the bonds of 4.27% Series at the time  outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not  theretofore called for prepayment.         In the case of each prepayment of bonds of 4.27% Series, the principal amount of each bond of  4.27% Series to  be  prepaid  shall  mature  and  become  due  and  payable  on  the  date  fixed  for  such  prepayment,  together  with  interest  on  such  principal  amount  accrued  to  such  date  and  the  applicable  Make-Whole  Amount,  if  any.   From  and  after  such  date,  unless  the  Company  shall  fail  to  pay  such  principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as  aforesaid, interest on such principal amount shall cease to accrue.  Any bond of 4.27% Series paid or  prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no bond  of 4.27% Series shall be issued in lieu of any prepaid principal amount of any bond of 4.27% Series.         The Company shall deliver to the Trustee before any Redemption Date for the bonds of 4.27%  Series its calculation of the amount applicable to such redemption. 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 4.27% Series.         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. The Mortgage provides that  if the Company shall deposit with the Trustee in trust for the purpose funds sufficient to pay the principal  of all of the bonds of any series, or such of the bonds of any series as have been or are to be called for  redemption, and premium, if any, thereon, and all interest payable on such bonds to the date on which  they become due and payable at maturity or upon redemption or otherwise, and shall comply with the  other provisions of the Mortgage in respect thereof, then from the date of such deposit such bonds shall  no longer be entitled to any lien or benefit under the Mortgage.                                          7  





 






         The principal hereof may be declared or may become due prior to the express date of the maturity  hereof on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a  completed default as in the Mortgage provided.         This bond is transferable as prescribed in the Mortgage by the registered holder hereof in person,  or by his or her duly authorized attorney, at the office or agency to be maintained by the Company in the  Borough  of  Manhattan,  The  City  of  New  York,  upon  surrender  and  cancellation  of this  bond,  and  thereupon a new fully registered bond or bonds of authorized denominations of the same series and for  the same aggregate principal amount will be issued to the transferee in exchange herefor as provided in  the Mortgage, and in each case without payment of any service or other similar charge as provided in the  One Hundred and Twenty-First Supplemental Indenture. The Company and the Trustee, any paying agent  and  any  bond  registrar  may  deem  and  treat  the  person  in  whose  name  this  bond  is  registered  as  the  absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment  and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond  registrar shall be affected by any notice to the contrary.         No recourse shall be had for the payment of the principal of, premium, if any, and interest on, this  bond, or for any claim based  hereon, or otherwise in respect hereof, or based on, or in respect of, the  Mortgage,  against  an  incorporator or  any  past,  present  or  future  subscriber  to  the  capital  stock,  stockholder, officer or director, as such, of the Company or of any successor corporation, either directly  or through the Company or any successor corporation, under any rule of law, statute or constitution or by  the  enforcement  of  any  assessment  or  otherwise,  all  such  liability  of  incorporators,  subscribers,  stockholders, officers and directors, as such, being waived and released by the holder and owner hereof  by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.                               [END OF FORM OF BOND]         WHEREAS, all acts and things prescribed by law and by the charter and by-laws of the Company  necessary  to  make  the 4.27% Series  Bonds,  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  Sections  5.11  and  17.01  of  the  Original  Indenture  for  such  further instruments and indentures, supplemental to the Original Indenture, as may be necessary or proper  to  carry  out  more  effectually  the  purposes  of  the  Original  Indenture,  and  to  subject  to  the  lien  of  the  Original  Indenture  any  property  acquired  after  the  date  of  the  Original  Indenture  and  intended  to  be  covered thereby, with the same force and effect as though included in the granting clause thereof, and to  add  such further  covenants,  restrictions  or  conditions  for  the  protection of the  mortgaged  and  pledged  property and the holders of the bonds as the Board of Directors of the Company and the Trustee shall  consider to be for the protection of the holders of the bonds, and to set forth the terms and provisions of  any series of bonds to be issued under the Original Indenture and the form of the bonds and coupons of  such series; 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  it  is  desired  to  add  certain  further covenants, restrictions and conditions for the protection of the mortgaged and pledged property  and the holders of the bonds, as provided in this One Hundred and Twenty-First 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  the 4.27% Series  Bonds;  and  the  Company  therefore deems it advisable to enter into this One Hundred and Twenty-First Supplemental Indenture in  the form and terms hereof; and                                          8  





 






         WHEREAS,  the  execution  and  delivery  of  this One  Hundred  and  Twenty-First  Supplemental  Indenture  has been duly authorized  by the Board of Directors of the Company, and all conditions and  requirements  necessary  to  make  this One  Hundred  and  Twenty-First  Supplemental Indenture  a  valid,  binding and legal instrument in  accordance  with  its  terms,  for  the  purposes  herein  expressed, and  the  execution and delivery hereof, in the form and terms hereof, have been in all respects duly authorized;         NOW,  THEREFORE,  in  order  further  to  secure  the  payment  of  the  principal  and  interest  and  premium, if any, of all bonds issued and to be issued under the Original Indenture and any indentures  supplemental thereto, including this One Hundred and Twenty-First Supplemental Indenture, according to  their tenor, purport and effect and the performance and observance of all the covenants and conditions in  said  bonds  and  the  Original  Indenture  and  any  indentures  supplemental  thereto,  including  this One  Hundred and Twenty-First Supplemental Indenture, contained and to subject to the lien of the Original  Indenture, as so supplemented, with the same force and effect as though included in the granting clause  thereof, and in consideration of the premises and of the sum of One Dollar ($1.00), lawful money of the  United  States  of  America,  to  the  Company  duly  paid  by  the  Trustee  at  or  before  the  ensealing  and  delivery  hereof,  and  other  valuable  consideration,  the  receipt  whereof  is  hereby  acknowledged,  and  intending to be legally bound hereby, the Company has executed and delivered this One Hundred and  Twenty-First  Supplemental Indenture,  and  has  granted,  bargained,  sold,  released,  conveyed,  assigned,  transferred, mortgaged, pledged, set over and confirmed, and granted a security interest therein, and by  these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and  confirm, and grant a security interest therein, subject to the provisions of the Indenture, unto THE BANK  OF NEW YORK MELLON, as trustee, and to its successors in trust and to its and their assigns forever,  all the following described properties of the Company, and does hereby 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  tenants  in  common, except  as  permitted  by,  and  in  conformity  with,  the  provision  of  the  Original  Indenture,  as  supplemented, and particularly of Article IX of the Original Indenture:         All property, real, personal and mixed, tangible and intangible, owned by the Company on the  date  of the  execution hereof or which  may be  hereafter acquired  by it (except such property as in the  Original Indenture expressly excepted from the lien and operation of the Indenture).         The  property  covered  by  this One  Hundred  and  Twenty-First  Supplemental Indenture  shall  include  particularly,  among  other  property,  without  prejudice  to  the  generality  of  the  language  hereinbefore or hereinafter contained, the following described property:         All  the  electric  generating  stations,  station  sites,  stations,  electric  reserve  generating  stations,  substations, substation sites, gas manufacturing plants, ice and cold storage plants, steam plants, hot water  plants, hydro-electric stations, hydro-electric station sites, electric transmission lines, electric distribution  systems,  gas  transportation  mains,  gas  distribution  systems,  steam  distribution  systems,  hot  water  distribution  systems,  regulator  stations,  regulator  station  sites,  office  buildings,  storeroom  buildings,  warehouse buildings, boiler houses, plants, plant sites, service plants, coal storage yards, and poleyards  now or hereafter owned by the Company, including all electric works, power houses, generators, turbines,  boilers,  engines,  furnaces,  retorts,  dynamos,  buildings,  structures,  transformers,  meters,  towers,  poles,  tower lines, cables, pole lines, tanks, storage holders, regulators, gas works, pipes, pipe lines, mains, pipe  fittings,  valves,  drips,  connections,  tunnels,  conduits,  gates,  motors,  wires,  switch  racks,  switches,  brackets,  insulators,  and  all equipment,  improvements,  machinery,  appliances,  devices,  appurtenances,  supplies  and  miscellaneous  property  for  generating,  producing,  transforming,  converting,  storing  and  distributing electric energy, gas, ice, steam and hot water, and furnishing cold storage, now or hereafter  owned by the Company, together with all furniture and fixtures located in the aforesaid buildings, and all  land now or hereafter owned by the Company on which the same or any part thereof are situated, and all                                         9  





 






   of the real estate, leases, leaseholds (except the last day of the term of each lease and leasehold), and lands  now or hereafter owned by the Company, including land located on or adjacent to any river, stream or  other water, together with all flowage rights, flooding rights, water rights, riparian rights, dams and dam  sites and rights, flumes, canals, races, raceways, head works and diversion works, and all of the municipal  and other franchises, licenses, consents, ordinances, permits, privileges, rights, servitudes, easements and  rights-of-way and other rights in or relating to real estate or the occupancy of the same now or hereafter  owned by the Company, and all of the other property, real, personal or mixed, now or hereafter owned by  the Company, forming a part of any of the foregoing property or used or enjoyed or capable of being used  or  enjoyed  in  connection  therewith  or  in  any  way  appertaining  thereto,  whether  developed  or  undeveloped,  or  partially  developed,  or  whether  now  equipped  and  operating  or  not  and  wherever  situated, and all of the Company’s presently held or hereafter acquired right, title and interest in and to the  land on which the same or any part thereof are situated or adjacent thereto, and all rights for or relating to  the construction, maintenance or operation of any of the foregoing property through, over, under or upon  any  public  streets  or  highways  or  other  lands,  public  or  private,  and  (except  as  hereinafter  expressly  excepted) all the right, title and interest of the Company presently held or hereafter acquired in and to all  other  property  of  any  kind  or  nature  appertaining  to  and/or  used  and/or  occupied  and/or  enjoyed  in  connection with any property hereinbefore described, and, as to all of the foregoing, whether now owned  by the Company or hereafter acquired by the Company.         Together with all and singular the tenements, hereditaments and appurtenances belonging or in  any  way  appertaining  to  the  aforesaid  property  or  any  part  thereof,  with  the  reversion  and  reversions,  remainder and remainders and (subject to the provisions of Section 9.01 of the Original Indenture) the  tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title  and  interest  and  claim  whatsoever,  at  law  as  well  as  in  equity,  which  the  Company  now  has  or  may  hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.         IT IS HEREBY AGREED by the Company that all property, rights and franchises acquired by  the Company after the date hereof (except any in the Original Indenture expressly excepted) shall (subject  to the provisions of Section 9.01 of the Original Indenture and to the extent permitted by law) be as fully  embraced within the lien of the Original Indenture and any indentures supplemental thereto, including this  One Hundred and Twenty-First Supplemental Indenture, as if such property, rights and franchises were at  the time of the execution of the Original Indenture owned by the Company and/or specifically described  therein  and  conveyed  thereby and  as  if  such  property,  rights  and  franchises  were  now  owned  by  the  Company and/or specifically described herein and conveyed hereby;         Provided that, in addition to the reservations and exceptions herein and elsewhere contained, the  following  are  not  and are  not  intended  to  be  granted,  bargained,  sold,  released,  conveyed,  assigned,  transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from  the lien and operation of the Original Indenture and any indentures supplemental thereto, including this  One Hundred and Twenty-First Supplemental Indenture, viz.: (1) cash and shares of stock and certificates  or  evidence  of  interest  therein  and  obligations  (including  bonds,  notes  and  other  securities)  not  in  or  pursuant to the Original Indenture or any indenture supplemental thereto, including this One Hundred and  Twenty-First  Supplemental Indenture,  specifically  pledged  or  deposited  or  delivered  or  therein  covenanted  so  to  be;  (2)  any  goods,  wares,  merchandise,  equipment,  materials  or  supplies  held  or  acquired  for  the  purpose  of  sale  or  resale  in  the  usual  course  of  business  or  for  consumption  in  the  operation  of  any  properties  of  the  Company;  and  (3)  all  judgments,  contracts,  accounts  and  choses  in  action,  the  proceeds  of  which  the  Company  is  not  obligated  as  in  the  Original  Indenture  provided  to  deposit with the Trustee hereunder; provided, however, that the property and rights expressly excepted  from the lien and operation of the Original Indenture and any indentures supplemental thereto, including  this One Hundred and Twenty-First Supplemental Indenture, in the above subdivisions (2) and (3) shall  (to the extent permitted by law) cease to be so excepted, in the event that the Trustee or a receiver or                                         10  





 






   trustee shall take possession of the mortgaged and pledged property in the manner provided in Article X  of the Original Indenture, by reason of the occurrence of a completed default, as defined in said Article X  of the Original Indenture.         TO  HAVE  AND  TO  HOLD  all  such  properties,  real,  personal,  or  mixed,  granted,  bargained,  sold,  released,  conveyed,  assigned,  transferred,  mortgaged,  pledged,  set  over  or  confirmed  by  the  Company as aforesaid, or intended so to be, unto the Trustee and its successors in the trusts created in the  Indenture and its and their assigns forever;         SUBJECT, HOWEVER, to any reservations, exceptions, conditions, limitations and restrictions  contained in the several deeds, servitudes, franchises and contracts or other instruments through which the  Company acquired, and/or claims title to and/or enjoys the use of the aforesaid properties; and subject  also to encumbrances of the character defined in the Original Indenture as “excepted encumbrances” in so  far as the same may attach to any of the property embraced herein;         IN TRUST NEVERTHELESS upon the terms, trusts, uses and purposes specifically set forth in  the Indenture; this One Hundred and Twenty-First Supplemental Indenture being made for the purpose,  inter alia, of subjecting the real estate and premises and other property above described to the lien and  operation of the Indenture, so that the same shall be held specifically by the Trustee under and subject to  the terms and conditions of the Original Indenture in identically the same manner and for the same trusts,  uses and purposes, as though the said real estate and premises and other property had been specifically  described in the Original Indenture.         AND IT IS HEREBY FURTHER COVENANTED AND AGREED and the Company and the  Trustee have mutually agreed, in consideration of the premises, as follows:                                     ARTICLE I.                                                      DESIGNATION, PROVISIONS, DENOMINATIONS AND ISSUANCE                              OF 4.27% SERIES BONDS         SECTION 1.  The bonds of 4.27% Series shall be designated as “First Mortgage Bonds, 4.27%  Series  due June  15,  2048.”  The  bonds of 4.27% Series  shall be  issuable  from  time  to  time  as  fully  registered  bonds  in  denominations  of  $1,000  and  in any  integral  multiple  of $1,000  in  excess  thereof.  Each of the bonds of 4.27% Series shall be dated the date of issue, and shall bear interest payable from the  fifteenth day of June or December, as the case may be, to which interest has been paid preceding the date  thereof, unless such date is a June 15 or December 15 on which interest has been paid, in which case it  shall bear interest from such date, or unless such date is prior to December 15, 2018, in which case it shall  bear interest from June [__], 2018. The interest so payable on any June 15 or December 15 will 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. All bonds of 4.27% Series shall be payable on June 15,  2048, in such coin or currency of the United States of America as at the time of payment shall be legal  tender for public and private debts, and shall bear interest, payable in like coin and currency, at the rate of  four  and  twenty-seven  hundredth percent  (4.27%)  per  annum,  payable  semi-annually  on June  15 and  December 15 of each year, until maturity, and at the highest rate of interest borne by any of the bonds  outstanding  under  the  Original  Indenture  and  any  indenture  supplemental  thereto,  from  such  date  of  maturity until they shall be paid or payment thereof shall have been duly provided for; provided, however,  that interest payable at maturity will be paid to the person to whom principal is paid. In the event that any  interest payment date is a legal holiday or a day on which banking institutions are authorized by law to  close, then payment of interest payable on such date may be made on the next succeeding day, not a legal  holiday or a day on which banking institutions are authorized by law to close, with the same force and                                         11  





 






   effect as if made on the interest payment date. Interest on the bonds of 4.27% Series shall be computed on  the basis of a 360-day year consisting of twelve 30-day months. The principal of, and premium, if any,  and interest on, each bond of 4.27% Series shall be payable at the office or agency of the Company in the  Borough of Manhattan, The City of New York.         The  bonds  of 4.27% Series  may  be  exchanged,  for  a  like  aggregate  principal  amount  of  fully  registered bonds of such series of other authorized denominations. No service or other similar charge shall  be made for any exchange, transfer, or registration of the bonds of 4.27% Series, but the Company may  require payment of a sum sufficient to cover any tax or taxes or other governmental charges required to be  paid by the Company in relation thereto.         The bonds of 4.27% Series shall be redeemable as set forth in the form of bond of the bonds of  4.27% Series set forth in this One Hundred and Twenty-First Supplemental Indenture.         This bond is transferable as prescribed in the Mortgage by the registered holder hereof in person,  or by his or her duly authorized attorney, at the office or agency to be maintained by the Company in the  Borough  of  Manhattan,  The  City  of  New  York,  upon  surrender  and  cancellation  of  this  bond,  and  thereupon  a  new  fully  registered  bond  or  bonds  of  authorized  denominations  of  the  same  series  and  tranche and for the same aggregate principal amount will be issued to the transferee in exchange herefor  as provided in the Mortgage, and in each case without payment of any service or other similar charge as  herein provided. The Company and the Trustee, any paying agent and any bond registrar may deem and  treat the person in whose name this bond is registered as the absolute owner hereof, whether or not this  bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the  Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to  the contrary.         The bonds of 4.27% Series shall bear the following legend:         “THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS  AMENDED,  OR  THE  SECURITIES  OR  “BLUE  SKY”  LAWS  OF  ANY  OTHER  JURISDICTION,  AND  MAY  BE  TRANSFERRED  ONLY  IN  COMPLIANCE  WITH  SUCH  REGISTRATION  REQUIREMENTS OR UNDER AN EXEMPTION THEREFROM.”         In addition to the events of default described in Article X of the Indenture, an event of default  with respect to the 4.27% Series Bonds will include the additional events of default described in Section  11 of the Bond Purchase Agreement  between the Company and the initial holders of the 4.27% Series  Bonds specified on Schedule A to the Bond Purchase Agreement.  The Trustee shall not be deemed to  have knowledge of any event of default under the Bond Purchase Agreement unless a responsible officer  of the Trustee shall have received written notice thereof from the Company or by the holders of the 4.27%  Series Bonds then outstanding.         SECTION 2.  The principal amount of the bonds of 4.27% Series that may be authenticated and  delivered hereunder is not limited, except as the Indenture limits the principal amount of bonds that may  be issued thereunder.         SECTION 3.  Bonds  of 4.27% Series  for  the  aggregate  principal  amount  of  Two  Hundred  Million Dollars ($200,000,000), being the initial issuance of bonds of 4.27% Series, 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 in the name  of the Company by its President or one of its Vice Presidents and its Treasurer or one of its Assistant                                          12  





 






   Treasurers, upon compliance by the Company with the applicable provisions of Articles II and IV of the  Indenture.         SECTION 4.  In order to enable the Trustee to comply with its obligations under applicable tax  laws, rules and regulations in effect from time to time (“Applicable Law”), the Company shall provide to  the Trustee, following written request from the Trustee, such information concerning the holders of the  bonds of 4.27% Series as the Trustee may reasonably request in order to determine whether the Trustee  has any tax-related obligations under Applicable Law with respect to the payments made to holders of the  bonds of 4.27% Series, but only to the extent (a) such information is in the Company’s possession, (b)  such information is not subject to any confidentiality or similar agreement or undertaking or otherwise  deemed by the Company to be confidential and (c) providing such information to the Trustee does not, in  the judgment of the Company, breach or violate or constitute a default under any applicable laws, rules or  regulations or any instrument or agreement to which the Company of any of its affiliates is a party or may  be bound. The Company, the Trustee or any paying agent for bonds of 4.27% Series shall be permitted to  make any withholding or deduction from the amount of principal and interest payable to holders of the  bonds  of 4.27% Series  to  the  extent  required  under  Applicable  Law.  Each  holder  of  bonds  of 4.27%  Series  by  accepting  such  bond  shall  be  deemed  to  have  agreed  that  the  Company  may  provide  to  the  Trustee  such  information  concerning  such  holder  as  the  Trustee  may  request  in  order  to  determine  whether the Trustee has any tax-related obligations under Applicable Law with respect to the payments  made  to  such  holder  under  this One  Hundred  and Twenty-First Supplemental Indenture; and  such  agreement by each holder is part of the consideration for the issuance of the bonds of 4.27% Series.                                     ARTICLE II.                                                                          MISCELLANEOUS         SECTION 1.  As  supplemented  and  amended  by  this One  Hundred  and Twenty-First  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-First Supplemental Indenture shall be  read, taken  and construed as one and the  same instrument.         SECTION 2.  This One  Hundred  and Twenty-First 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.         SECTION 3.  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.         SECTION 4.  The debtor and its mailing address are Delmarva Power & Light Company, Mail  Stop 92DC42, 500 North Wakefield Drive, Newark, Delaware 19702. The secured party and its address,  from  which  information  concerning  the  security  interest  hereunder  may  be  obtained,  are  The  Bank  of  New York Mellon, 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262, Attn: Corporate Trust  Administration.         SECTION 5.  The Company acknowledges that it received a true and correct copy of this One  Hundred and Twenty-First Supplemental Indenture.                                (SIGNATURE PAGES FOLLOW)                                         13  





 






         IN WITNESS WHEREOF, the Company has caused this instrument to be signed in its name and  behalf by its Vice President, and its corporate seal to be hereunto affixed and attested by its 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  June, 2018.                                           DELMARVA POWER & LIGHT COMPANY   Date of Execution                       By: /s/ Wendy E. Stark                                             WENDY E. STARK                                             VICE PRESIDENT AND GENERAL                                             COUNSEL  June 1, 2018                                                                              [Seal]                                  Attest:  /s/ Brian J. Buck                                                BRIAN J. BUCK                                                ASSISTANT SECRETARY          STATE OF DELAWARE          )                                                       ) SS  COUNTY OF NEW CASTLE   )       BE IT REMEMBERED that on this 1st day of June, 2018, personally came before me, a notary  public for the State of Delaware, Wendy E. Stark, 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         [SEAL]                             Notary Public, State of Delaware                                My commission expires:                                 





 






                                           THE BANK OF NEW YORK MELLON,                                          as Trustee   Date of Execution                       By:  /s/ Laurence J. O'Brien                                             LAURENCE J. O’BRIEN                                             VICE PRESIDENT  June 1, 2018                                                                              [Seal]                                  Attest:  /s/ Latoya S. Elvin                                                LATOYA S. ELVIN                                                VICE PRESIDENT                                                     STATE OF NEW JERSEY           )                                                                                                        ) SS.                    COUNTY OF PASSAIC               )                                                    BE IT REMEMBERED that on this 1st day of June, 2018, personally came before me, a Notary  Public for the State of New Jersey, Laurence J. O’Brien, Vice President 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/ Rosemarie Socorro-Garcia                                  Rosemarie Socorro-Garcia                                   Notary Public                                  State of New Jersey                         My Commission Expires December 5, 2021                                                                                                       Trustee’s Signature Page                      121st Supplemental Indenture dated as of June 1, 2018                 to the Delmarva Power & Light Company Mortgage and Deed of Trust                               dated as of October 1, 1943    





 






                            CERTIFICATE OF RESIDENCE         THE BANK OF NEW YORK MELLON, successor Trustee to the Trustee within named, hereby  certifies that it has a residence at 101 Barclay Street, in the Borough of Manhattan, in The City of New  York, in the State of New York.                              THE BANK OF NEW YORK MELLON, as Trustee                                                          /s/ Laurence J. O'Brien                             LAURENCE J. O’BRIEN, VICE PRESIDENT                                   





 






                                       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/ Brian J. Buck                                                Brian J. Buck