ex41a






                                                                     Exhibit 4.1   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.                                            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                                         3    





 






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.         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:                                         4    





 






“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  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                                5                 





 






         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           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.                                          6    





 






      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.         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.                                          7