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                                                                    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.]                          POTOMAC ELECTRIC POWER COMPANY                       (A District of Columbia and Virginia corporation)                      First Mortgage Bond, 4.27% Series due June 15, 2048   No. [______]                                                       $[_________]                                                                  PPN No. [______]               POTOMAC ELECTRIC POWER COMPANY, a corporation organized and existing  under the laws of the District of Columbia and a domestic corporation of the Commonwealth of Virginia  (hereinafter called the “Company”, which term shall include any successor corporation as defined in the  Amended Indenture hereinafter referred to), for value received, hereby promises to pay to [________] or  registered assigns, the sum of [__________] Dollars ($[_______]), on the fifteenth day of June, 2048, in  lawful money of the United States of America, and to pay interest thereon in like money from the later of  the date of delivery of the initial Bonds of 4.27% Series or the June 15th or December 15th next  preceding the date of this Bond, or if the Company shall default in the payment of interest due on such  interest payment date, then from the next preceding interest payment date or the date of delivery of the  initial Bonds of 4.27% Series, whichever is later, at the rate of four and twenty-seven hundredths percent  (4.27%) per annum, payable semiannually, commencing December 15, 2018, on the fifteenth day of June  or December in each year until maturity, or, if the Company shall default in the payment of the principal  hereof, until the Company’s obligation with respect to the payment of such principal shall be discharged  as provided in the Amended Indenture. The interest so payable on any June 15th or December 15th will,  subject to certain exceptions provided in the indenture dated as of June 1, 2018 supplemental to the  Amended Indenture, be paid to the person in whose name this Bond is registered at the close of business  on the first calendar day of the month in which the interest payment date occurs. Both principal of, and  interest on, this Bond are payable at the agency of the Company in the Borough of Manhattan, The City  of New York.               Reference is made to the further provisions of this Bond set forth on the reverse hereof,  and such further provisions shall for all purposes have the same effect as though fully set forth at this  place.               This Bond shall not be entitled to any benefit under the Amended Indenture or any  indenture supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New  York Mellon, the Trustee under the Amended Indenture, or a successor trustee thereto under the  Amended Indenture, shall have signed the form of certificate endorsed hereon.               IN WITNESS WHEREOF, Potomac Electric Power Company has caused this Bond to be  signed in its name by the signature (or a facsimile thereof) of its President or a Vice President, and its     





 






   corporate seal (or a facsimile thereof) to be hereto affixed and attested by the facsimile signature of its  Secretary or an Assistant Secretary.   Dated:                                       POTOMAC ELECTRIC POWER COMPANY                                       By                                                                                 Donna J. Kinzel, Senior Vice President, Chief                                         Financial Officer and Treasurer   Attest:                                   Assistant Secretary                            [FORM OF TRUSTEE’S CERTIFICATE]               This Bond is one of the Bonds, of the series designated therein, described in the within- mentioned Amended Indenture and the Supplemental Indenture dated as of June 1, 2018.               Dated:                        The Bank of New York Mellon, as Trustee.                                             By                                                                                        Authorized Signatory              [TEXT APPEARING ON REVERSE SIDE OF BOND OF 4.27% SERIES]               This Bond is one of a duly authorized issue of Bonds of the Company (hereinafter called  the “Bonds”) in unlimited aggregate principal amount, of the series hereinafter specified, all issued and to  be issued under and equally secured (except in so far as any purchase or sinking fund or analogous  provisions for any particular series of Bonds, established by any indenture supplemental to the Amended  Indenture hereinafter mentioned, may afford additional security for such Bonds) by a mortgage and deed  of trust, dated July 1, 1936, executed by the Company to The Bank of New York Mellon as successor to  The Riggs National Bank of Washington, D.C. (herein called the “Trustee”), as trustee, as amended by  indentures supplemental thereto dated December 10, 1939, August 10, 1942, October 15, 1942, April 1,  1966, June 16, 1981, June 17, 1981, December 1, 1981, August 1, 1982, October 1, 1982, April 15, 1983,  November 1, 1985, March 1, 1986, November 1, 1986, March 1, 1987, September 16, 1987, May 1, 1989,  August 1, 1989, April 5, 1990, May 21, 1991, May 7, 1992, September 1, 1992, November 1, 1992,  March 1, 1993, March 2, 1993, July 1, 1993, August 20, 1993, September 29, 1993, September 30, 1993,  October 1, 1993, February 10, 1994, February 11, 1994, March 10, 1995, September 6, 1995, September  7, 1995, October 2, 1997, March 17, 1999, November 17, 2003, March 16, 2004, May 24, 2005, April 1,  2006, November 13, 2007, March 24, 2008, December 3, 2008, March 28, 2012, March 11, 2013,  November 14, 2013, March 11, 2014, March 9, 2015 and May 15, 2017, (said mortgage and deed of trust,  as so amended, being herein called the “Amended Indenture”) and all indentures supplemental thereto, to                                         2    





 






   which Amended Indenture and supplemental indentures reference is hereby made for a description of the  properties mortgaged and pledged, the nature and extent of the security, the rights of the owners of the  Bonds and of the Trustee in respect thereto, and the terms and conditions upon which the Bonds are, and  are to be, secured. To the extent permitted by, and as provided in, the Amended Indenture, modifications  or alterations of the Amended Indenture, or of any indenture supplemental thereto, and of the rights and  obligations of the Company and of the holders of the Bonds may be made with the consent of the  Company by an affirmative vote of not less than 60% in amount of the Bonds entitled to vote then  outstanding, at a meeting of Bondholders called and held as provided in the Amended Indenture, and by  an affirmative vote of not less than 60% in amount of the Bonds of any series entitled to vote then  outstanding and affected by such modification or alteration, in case one or more but less than all of the  series of Bonds then outstanding under the Amended Indenture are so affected; provided, however, that  no such modification or alteration shall be made which will affect the terms of payment of the principal  of, or interest on, this Bond, which are unconditional, or which reduces the percentage of Bonds the  affirmative vote of which is required for the making of such modifications or alterations.               This Bond is one of a series designated as the “First Mortgage Bonds, 4.27% Series due  June 15, 2048” (herein called the “Bonds of 4.27% Series”) of the Company, issued under and secured by  the Amended Indenture and all indentures supplemental thereto and described in the supplemental  indenture, dated as of June 1, 2018 between the Company and the Trustee, supplemental to the Amended  Indenture.               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 4.27% Series in the case of any  partial redemption. The Company shall give notice of its intent to redeem such Bonds to the holders of  such Bonds of 4.27% Series at least 30 days but no more than 60 days prior to the date fixed for such  redemption (the “Redemption Date”). If the Company redeems all or any part of the Bonds of 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 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 Amended Indenture.            “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                                         3    





 






                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  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                                4                 





 






            Date is not a date on which interest payments are due to be made under the Bond 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 Amended Indenture, 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.               In case an event of default, as defined in the Amended Indenture, shall occur, the  principal of all the Bonds at any such time outstanding under the Amended Indenture may be declared or  may become due and payable, upon the conditions and in the manner and with the effect provided in the                                          5    





 






   Amended Indenture. The Amended Indenture provides that such declaration may in certain events be  waived by the holders of a majority in principal amount of the Bonds entitled to vote then outstanding.               This Bond is transferable by the registered owner hereof, in person or by duly authorized  attorney, on the books of the Company to be kept for that purpose at the agency of the Company in the  Borough of Manhattan, The City of New York, upon surrender and cancellation of this Bond and on  presentation of a duly executed written instrument of transfer, and thereupon a new Bond or Bonds of the  same series, of the same aggregate principal amount and in authorized denominations will be issued to the  transferee or transferees in exchange therefor; and this Bond, with or without others of the same series,  may in like manner be exchanged for one or more new Bonds of the same series of other authorized  denominations but of the same aggregate principal amount; all subject to the terms and conditions set  forth in the Amended Indenture.               No recourse shall be had for the payment of the principal of, or the interest on, this Bond,  or for any claim based hereon or otherwise in respect hereof or of the Amended Indenture or any  indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer,  past, present or future, of the Company or of any predecessor or successor corporation, either directly or  through the Company or any such predecessor or successor corporation, whether for amounts unpaid on  stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any  assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any  constitution, statute or otherwise, of incorporators, stockholders, directors or officers being released by  every owner hereof by the acceptance of this Bond and as part of the consideration for the issue hereof,  and being likewise released by the terms of the Amended Indenture.                                                                                       6