Exhibit 3

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Exhibit 4.1 

Tenth Supplemental Indenture

Dated as of September 15, 2010

Supplement to the Amended and Restated Indenture

Dated as of April 22, 2005

PACIFIC GAS AND ELECTRIC COMPANY

Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Trustee

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 1

ARTICLE II ESTABLISHMENT OF THE 3.50% SENIOR NOTES 3

SECTION 201 Establishment and Designation of the 3.50% Senior Notes 3

SECTION 202 Form of the 3.50% Senior Notes 3

SECTION 203 Principal Amount of the 3.50% Senior Notes 3

SECTION 204 Interest Rates; Stated Maturity of the 3.50% Senior Notes 3

SECTION 205 No Sinking Fund 4

SECTION 206 Paying Agent and Bond Registrar 4

SECTION 207 Global Securities; Appointment of Depositary for Global Securities 4

SECTION 208 Other Terms of the 3.50% Senior Notes 4

ARTICLE III OPTIONAL REDEMPTION BY COMPANY 4

SECTION 301 Optional Redemption 4

SECTION 302 Calculation of Redemption Price 5

SECTION 303 Notice of Redemption 5

ARTICLE IV MISCELLANEOUS 5

SECTION 401 Application of Tenth Supplemental Indenture 5

SECTION 402 Effective Date of Tenth Supplemental Indenture 5

SECTION 403 Counterparts 5

EXHIBIT A

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 TENTH SUPPLEMENTAL INDENTURE, dated as of September 15, 2010 (this “Tenth Supplemental Indenture”), by 

and between PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws 

of the State of California (the “Company” or the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America 

(formerly known as The Bank of New York Trust Company, N.A.), as Trustee under the Base Indenture (as hereinafter 

defined) (the “Trustee”). 

RECITALS OF THE COMPANY

 A. The Company and the Trustee are parties to that certain Amended and Restated Indenture, dated as of April 22, 

2005 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 13, 2007 (the “First 

Supplemental Indenture”), the Second Supplemental Indenture, dated as of December 4, 2007 (the “Second Supplemental 

Indenture”), the Third Supplemental Indenture, dated as of March 3, 2008 (the “Third Supplemental Indenture”), the 

Fourth Supplemental Indenture, dated as of October 21, 2008 (the “Fourth Supplemental Indenture”), the Fifth 

Supplemental Indenture, dated as of November 18, 2008 (the “Fifth Supplemental Indenture”), the Sixth Supplemental 

Indenture, dated as of March 6, 2009 (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as 

of June 11, 2009 (the “Seventh Supplemental Indenture”), the Eighth Supplemental Indenture, dated as of November 18, 

2009 (the “Eighth Supplemental Indenture”), the Ninth Supplemental Indenture, dated as of April 1, 2010 (the “Ninth 

Supplemental Indenture”) and this Tenth Supplemental Indenture (this “Tenth Supplemental Indenture,” and together with 

the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental 

Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the 

Seventh Supplemental Indenture, the Eighth Supplemental Indenture and the Ninth Supplemental Indenture, the 

“Indenture”), which supplements, amends and restates that certain Indenture of Mortgage, dated as of March 11, 2004, as 

supplemented by the First Supplemental Indenture thereto, dated as of March 23, 2004 and the Second Supplemental 

Indenture thereto, dated as of April 12, 2004, providing for the issuance by the Company of an unlimited number of series 

of Bonds (as defined in the Base Indenture) from time to time. 

 B. Under the Base Indenture, the Company is authorized to establish one or more series of Bonds at any time in 

accordance with and subject to the provisions of the Base Indenture, and the terms of such series of Bonds may be 

described by a supplemental indenture executed by the Company and the Trustee. 

 C. The execution and delivery of this Tenth Supplemental Indenture has been authorized by a Board Resolution (as 

defined in the Base Indenture). 

 D. Concurrent with the execution hereof, the Company has caused its counsel to deliver to the Trustee an Opinion of 

Counsel (as defined in the Base Indenture) pursuant to Section 13.03 of the Base Indenture. 

 E. The Company has done all things necessary to make this Tenth Supplemental Indenture a valid agreement of the 

Company, in accordance with its terms. 

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 NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each other and for the equal and 

proportionate benefit of Holders of the 3.50% Senior Notes (as defined below) with respect to all provisions herein 

applicable to such series of notes, as follows: 

ARTICLE I 

DEFINITIONS 

 Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the 

Indenture. The following additional terms are hereby established for purposes of this Tenth Supplemental Indenture and 

shall have the meanings set forth in this Tenth Supplemental Indenture only for purposes of this Tenth Supplemental 

Indenture: 

 “3.50% Senior Notes” has the meaning set forth in Section 201 hereto. 

 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual 

equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue 

(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 

 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a 

maturity comparable to the remaining term of the 3.50% Senior Notes that would be used, at the time of selection and in 

accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to 

the remaining term of the 3.50% Senior Notes. 

 “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference 

Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury 

Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all 

Reference Treasury Dealer Quotations so received. 

 “Primary Treasury Dealer” means a primary U.S. Government Securities dealer in the United States. 

 “Quotation Agent” means the Reference Treasury Dealer appointed by the Company. 

 “Redemption Price” means the price at which the 3.50% Senior Notes may be redeemed pursuant to Section 301(a) or 

Section 301(b) hereto. 

 “Reference Treasury Dealer” means (1) each of BNP Paribas Securities Corp., Goldman, Sachs & Co. and J.P. 

Morgan Securities Inc. and their respective successors, unless any of them ceases to be a Primary Treasury Dealer, in 

which case the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer 

selected by the Company. 

 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any

Redemption Date, the average, as determined by the Company, of the 

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bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) 

quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p m., New York City time, on the third 

Business Day preceding such Redemption Date. For purposes of this definition only, “Business Day” means any day that 

is not a day on which banking institutions in New York City are authorized or required by law or regulation to close. 

 “Remaining Scheduled Payments” means, with respect to each of the 3.50% Senior Notes that the Company is 

redeeming pursuant to Section 301 hereto, the remaining scheduled payments of principal and interest that would be due 

after the applicable Redemption Date if such 3.50% Senior Notes were not redeemed. However, if the Redemption Date is 

not a scheduled Interest Payment Date with respect to such 3.50% Senior Notes, the amount of the next succeeding 

scheduled interest payment on such 3.50% Senior Notes will be reduced by the amount of interest accrued on such 3.50% 

Senior Notes to the Redemption Date. 

 “U.S. Government Securities” means securities which are (a) direct obligations of the United States of America for 

the payment on which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and 

acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed 

as a full faith and credit obligation of the United States of America, and which in the case of (a) and (b) are not callable or 

redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust 

company as custodian with respect to any such U.S. Government Security or a specific payment of interest on or principal 

of any such U.S. Government Security held by such custodian for the account of the holder of a depository receipt, 

provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable 

to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government 

Security evidenced by such depository receipt. 

 The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Tenth Supplemental 

Indenture as a whole and not to any particular Article, Section or other subdivision. 

ARTICLE II 

ESTABLISHMENT OF THE 3.50% SENIOR NOTES 

 SECTION 201 Establishment and Designation of the 3.50% Senior Notes.

 Pursuant to the terms hereof and Section 3.01 of the Indenture, the Company hereby establishes a thirtieth series of 

Bonds designated as the “3.50% Senior Notes due October 1, 2020” (the “3.50% Senior Notes”). The 3.50% Senior Notes 

may be reopened, from time to time, for issuances of additional Bonds of such series, and any additional Bonds issued and 

comprising 3.50% Senior Notes shall have identical terms as the 3.50% Senior Notes, except that the issue price, issue 

date and, in some cases, the first Interest Payment Date may differ. 

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 SECTION 202 Form of the 3.50% Senior Notes.

 The 3.50% Senior Notes shall be issued in the form of one or more Global Bonds in substantially the form set forth in 

Exhibit A hereto. 

 SECTION 203 Principal Amount of the 3.50% Senior Notes.

 The 3.50% Senior Notes shall be issued in an initial aggregate principal amount of $550,000,000. 

 SECTION 204 Interest Rates; Stated Maturity of the 3.50% Senior Notes.

 The 3.50% Senior Notes shall bear interest at the rate of 3.50% per annum and shall have a Stated Maturity of 

October 1, 2020. 

 SECTION 205 No Sinking Fund.

 No sinking fund is provided for the 3.50% Senior Notes. 

 SECTION 206 Paying Agent and Bond Registrar.

 The Trustee is hereby appointed as initial Paying Agent and initial Bond Registrar for the 3.50% Senior Notes. The 

Place of Payment of the 3.50% Senior Notes shall be the Corporate Trust Office of the Trustee. 

 SECTION 207 Global Securities; Appointment of Depositary for Global Securities.

 The 3.50% Senior Notes shall be issued in the form of one or more permanent Global Bonds as provided in 

Section 3.13 of the Indenture and deposited with, or on behalf of, the Depositary, or with the Trustee, as custodian for the 

Depositary, duly executed by the Company and authenticated by the Trustee. 

 The Company hereby initially appoints The Depository Trust Company (“DTC”) to act as the Depositary with respect 

to all 3.50% Senior Notes, and the 3.50% Senior Notes shall initially be registered in the name of Cede & Co., as the 

nominee of DTC. 

 The Company and DTC have executed a Blanket Letter of Representations, and the Trustee is hereby authorized in 

connection with any successor nominee for DTC or any successor Depositary, to enter into appropriate or comparable 

arrangements, if necessary, and shall have the same rights with respect to its actions thereunder as it has with respect to its 

actions under the Indenture 

 None of the Company, the Trustee, any Paying Agent or any Bond Registrar will have any responsibility or liability for 

any aspect of Depositary records relating to, or payments made on account of, beneficial ownership interests in a Global 

Bond or for maintaining, supervising or reviewing any Depositary records relating to such beneficial ownership interests, 

or for transfers of beneficial interests in the Bonds or any transactions between the Depositary and beneficial owners. 

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 SECTION 208 Other Terms of the 3.50% Senior Notes.

 The other terms of the 3.50% Senior Notes shall be as expressly set forth herein and in Exhibit A. 

ARTICLE III 

OPTIONAL REDEMPTION BY COMPANY 

 SECTION 301 Optional Redemption.

 Optional Redemption of 3.50% Senior Notes. 

 (a) Subject to the terms and conditions of the Indenture, at any time prior to July 1, 2020, the 3.50% Senior Notes 

are redeemable at the option of the Company in whole or in part at a redemption price equal to the greater of: 

 (i) 100% of the principal amount of the 3.50% Senior Notes to be redeemed; or 

 (ii) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments of 

principal and interest on the 3.50% Senior Notes to be redeemed (not including any portion of payments of interest 

accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Adjusted 

Treasury Rate, plus 15 basis points; 

plus, in either of the above cases, accrued and unpaid interest thereon to but not including the Redemption Date. 

 (b) Subject to the terms and conditions of the Indenture, at any time on or after July 1, 2020, the 3.50% Senior Notes 

are redeemable at the option of the Company in whole or in part at 100% of the principal amount of the 3.50% Senior 

Notes to be redeemed, plus accrued and unpaid interest thereon to but not including the Redemption Date. 

 (c) The Redemption Price shall be calculated assuming a 360-day year consisting of twelve 30-day months. 

 SECTION 302 Calculation of Redemption Price. The Company shall calculate the Redemption Price for any 

redemption of Senior Notes pursuant to Section 301 and notify the Trustee of such Redemption Price before it sends the 

amount of the Redemption Price to the Trustee or any Paying Agent. 

 SECTION 303 Notice of Redemption. Notice of any redemption pursuant to Section 301 shall be given in the manner 

and at the time set forth in Section 6.04 of the Indenture; provided, however, that such notice need not state the dollar 

amount of the Redemption Price if such dollar amount has not been determined as of the date such notice is being given to 

the Holders of the 3.50% Senior Notes being redeemed. 

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ARTICLE IV 

MISCELLANEOUS 

 SECTION 401 Application of Tenth Supplemental Indenture.

 Except as provided herein, each and every term and condition contained in this Tenth Supplemental Indenture that 

modifies, amends or supplements the terms and conditions of the Indenture shall apply only to 3.50% Senior Notes 

established hereby and not to any other series of Bonds established under the Indenture. Except as specifically amended 

and supplemented by, or to the extent inconsistent with, this Tenth Supplemental Indenture, the Indenture shall remain in 

full force and effect and is hereby ratified and confirmed. 

 SECTION 402 Effective Date of Tenth Supplemental Indenture.

 This Tenth Supplemental Indenture shall be effective upon the execution and delivery hereof by each of the parties 

hereto. 

 SECTION 403 Counterparts.

 This Tenth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be 

deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

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 IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed by 

their respective officers hereunto duly authorized, all as of the day and year first above written. 

PACIFIC GAS AND ELECTRIC COMPANY,

 as Issuer

By: /s/ Nicholas M. Bijur 

Name: Nicholas M. Bijur 

Title: Treasurer 

THE BANK OF NEW YORK MELLON 

TRUST

 COMPANY, N.A.,

 as Trustee

By: /s/ Teresa Petta 

Name: Teresa Petta 

Title: Vice President 

Signature page to Tenth Supplemental Indenture

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EXHIBIT A

FORM OF 3.50% SENIOR NOTES DUE OCTOBER 1, 2020

 THIS SENIOR NOTE IS A BOND AND A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE 

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE 

THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN 

DEFINITIVE FORM, THIS SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE 

DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE 

DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH 

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 

 UNLESS THIS SENIOR NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF 

THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS 

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE 

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & 

CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 

ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 

IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST 

HEREIN. 

 THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON THE 

REVERSE HEREOF: 

PRINCIPAL AMOUNT : ORIGINAL ISSUE DATE: INTEREST RATE: 3.50% per annum

$[ ] September 15, 2010

MATURITY DATE: INTEREST PAYMENT DATES: THIS SENIOR NOTE IS A:

 Global Book-Entry Bond

October 1, 2020 April 1 and October 1, commencing 

April 1, 2011 

 Certificated Bond

REGISTERED OWNER: Cede & 

Co., as

nominee of The Depository Trust 

Company

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PACIFIC GAS AND ELECTRIC COMPANY 

3.50% SENIOR NOTES DUE OCTOBER 1, 2020

(Fixed Rate) 

No. R-[ ] Principal Amount: $[ ]

CUSIP No: 694308 GT8

 PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of 

California (herein called the “Company,” which term includes any successor Person pursuant to the applicable provisions 

of the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The 

Depository Trust Company, or registered assigns, the Principal Amount stated above on the Maturity Date stated above, 

and to pay interest thereon from and including the Original Issue Date stated above or, in the case of a 3.50% Senior Note 

due October 1, 2020 issued upon the registration of transfer or exchange, from and including the most recent Interest 

Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates 

set forth above and on the Maturity Date stated above, commencing April 1, 2011 at the rate of 3.50% per annum until the 

principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, 

on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this 3.50% Senior 

Note due October 1, 2020 (this “Senior Note,” and together with all other 3.50% Senior Notes due October 1, 2020, the 

“Senior Notes”) (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for 

such interest, which shall be the 15th day preceding such Interest Payment Date; provided, however, that interest payable 

at the Maturity Date or on a Redemption Date will be paid to the Person to whom principal is payable. Any such interest 

not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date 

and may either be paid to the Person in whose name this Senior Note (or one or more Predecessor Bonds) is registered at 

the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, 

notice whereof shall be given to Holders of Senior Notes not less than 10 days prior to such Special Record Date, or be 

paid at any time in any other lawful manner not inconsistent with the requirements of the Indenture and any securities 

exchange, if any, on which the Senior Notes may be listed, and upon such notice as may be required by any such 

exchange, all as more fully provided in said Indenture. 

 Payments of interest on this Senior Note will include interest accrued to but excluding the respective Interest Payment 

Dates. Interest payments for this Senior Note shall be computed and paid on the basis of the 360-day year of twelve 30-

day months and will accrue from September 15, 2010 or from the most recent Interest Payment Date to which interest has 

been paid or duly provided for. In the event that any date on which interest is payable on this Senior Note (other than the 

Maturity Date) is not a Business Day then payment of the interest payable on such date will be made on the next 

succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same 

force and effect as if made on the date the payment was originally payable. If the Maturity Date falls on a day that is not a 

Business Day, 

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the payment of principal, premium, if any, and interest may be made on the next succeeding Business Day, and no interest 

on such payment shall accrue for the period from and after maturity. 

 Payment of principal of, premium, if any, and interest on Senior Notes shall be made in such coin or currency of the 

United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of 

principal of, premium, if any, and interest on the Senior Notes represented by a Global Bond shall be made by wire 

transfer of immediately available funds to the Holder of such Global Bond, provided that, in the case of payments of 

principal and premium, if any, such Global Bond is first surrendered to the Paying Agent. If any of the Senior Notes are no 

longer represented by a Global Bond, (i) payments of principal, premium, if any, and interest due on the Maturity Date or 

earlier redemption of such Senior Notes shall be made at the office of the Paying Agent upon surrender of such Senior 

Notes to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such 

surrender where applicable, (A) by check mailed to the address of the Person entitled thereto as such address shall appear 

in the Bond Register or (B) by wire transfer to registered Holders of at least $10,000,000 in principal amount of Senior 

Notes at such place and to such account at a banking institution in the United States as such Holders may designate in 

writing to the Trustee at least sixteen (16) days prior to the date for payment. 

 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SENIOR NOTE SET FORTH ON 

THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME 

EFFECT AS IF SET FORTH AT THIS PLACE. 

 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by 

manual signature, this Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any 

purpose. 

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 Dated: September 15, 2010 

PACIFIC GAS AND ELECTRIC COMPANY

By: 

Name: 

Title: 

By: 

Name: 

Title: 

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

 This Senior Note is one of the Bonds of the series designated as Bonds of the Thirtieth Series referred to in the withinmentioned Indenture. 

 Dated: September 15, 2010 

THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A.,As Trustee

By:

Authorized Signatory

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Reverse of Senior Note

 This 3.50% Senior Note due October 1, 2020 is one of a duly authorized issue of Bonds of the Company, issued and 

issuable in one or more series under an Amended and Restated Indenture, dated as of April 22, 2005 (the “Base 

Indenture”), as heretofore supplemented and as further supplemented by a Tenth Supplemental Indenture, dated as of 

September 15, 2010 (as so supplemented, and together with all additional indentures supplemental thereto, and any 

constituent instruments establishing the terms of particular Bonds, being herein called the “Indenture”), between the 

Company and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, 

N.A.), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and 

reference is hereby made to the Indenture for a description of the respective rights, limitations of rights, duties and 

immunities of the Company, the Trustee and the Holders of Bonds thereunder and of the terms and conditions upon which 

Bonds are, and are to be, authenticated and delivered. This Senior Note is a Bond within the meaning of the Indenture and 

is one of the Bonds of the thirtieth series designated as the 3.50% Senior Note due October 1, 2020 established by the 

Company under the Indenture. The acceptance of this Senior Note shall be deemed to constitute the consent and 

agreement by the Holder hereof to all of the terms and provisions of the Indenture. 

 Subject to the terms and conditions of the Indenture, the Senior Notes are redeemable at the option of the Company 

(“Optional Redemption”), in whole or in part, (a) at any time prior to July 1, 2020 at a Redemption Price equal to the 

greater of: 

 (i) 100% of the principal amount of the Senior Notes to be redeemed; or 

 (ii) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments of 

principal and interest on the Senior Notes to be redeemed (not including any portion of payments of interest accrued as 

of the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate, plus 

15 basis points, 

plus, in either of the above cases, accrued and unpaid interest thereon to but not including the Redemption Date; and (b) at 

any time on or after July 1, 2020, at 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and 

unpaid interest thereon to but not including the Redemption Date. 

 Interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to Holders of such 

Senior Notes, or one or more Predecessor Bonds, of record at the close of business on the relevant Record Dates referred 

to on the face hereof, all as provided in the Indenture. 

 In the case of an Optional Redemption, notice of redemption will be in writing and mailed first-class postage-prepaid 

not less than 30 days nor more than 60 days prior to the Redemption Date to each Holder of Senior Notes to be redeemed 

at the Holder’s registered address; provided, however, that such notice need not state the dollar amount of the Redemption 

Price if such dollar amount has not been determined as of the date such notice is being given to the Holders of the Senior 

Notes being redeemed. If money sufficient to pay the Redemption

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Price of all Senior Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent 

or the Trustee on or prior to the Redemption Date, from and after such Redemption Date such Senior Notes or portions 

thereof shall cease to bear interest. Senior Notes in denominations larger than $1,000 in principal amount may be 

redeemed in part but only in integral multiples of $1,000. 

 In the event of redemption of this Senior Note in part only, a new Senior Note or Senior Notes of like tenor for the 

unredeemed portion hereof will be issued in the name of the Holder hereof upon the surrender hereof. 

 As provided in the Indenture and subject to certain limitations therein set forth, this Senior Note or any portion of the

principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer 

Outstanding thereunder, and the Company’s entire indebtedness in respect thereof will be satisfied and discharged, if there 

has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an 

amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without 

regard to any reinvestment thereof, will provide moneys which, together with money, if any, deposited with or held by the 

Trustee or such Paying Agent, will be sufficient to pay when due the principal of and premium, if any, and interest on this 

Senior Note when due. 

 If an Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 33% in aggregate 

principal amount of the Outstanding Bonds, considered as one class, may declare the principal amount of all Bonds then 

Outstanding to be due and payable immediately by notice in writing to the Company (and to the Trustee if given by 

Holders); provided, however, that with respect to certain Events of Default relating to bankruptcy, insolvency and similar 

events, the principal amount of all Bonds then Outstanding shall be due and payable immediately without further action by 

the Trustee or the Holders. 

 The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into one or 

more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any 

of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal 

amount of the Bonds at the time Outstanding, considered as one class; provided, however, that if there shall be Bonds of 

more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the 

rights of the Holders of Bonds of one or more, but less than all, of such series, then the consent only of the Holders of a 

majority in aggregate principal amount of the Outstanding Bonds of all series so directly affected, considered as one class, 

shall be required; and provided, further, that if the Bonds of any series shall have been issued in more than one Tranche 

and if a proposed supplemental indenture shall directly affect the rights of the Holders of Bonds of one or more, but less 

than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the 

Outstanding Bonds of all Tranches so directly affected, considered as one class, shall be required; and provided, further, 

that the Indenture permits the Company and the Trustee to enter into one or more supplemental indentures for certain 

purposes without the consent of any Holders of Bonds. The Indenture also contains provisions permitting the Holders of a 

majority in aggregate principal amount of Bonds, on behalf of the Holders of all such Bonds, to waive certain past defaults 

under the Indenture and 

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their consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon 

such Holder and upon all future Holders of this Senior Note and of any Senior Note issued upon the registration of transfer 

hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Senior 

Note. 

 As provided in and subject to the provisions of the Indenture, the Holder of this Senior Note shall not have the right to

institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other 

remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of 

Default, the Holders of at least 33% in aggregate principal amount of the Bonds at the time Outstanding shall have made 

written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the 

Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of at least a majority in aggregate 

principal amount of Bonds at the time Outstanding a direction inconsistent with such written request, and shall have failed 

to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing 

shall not apply to any suit instituted by the Holder of this Senior Note for the enforcement of any payment of principal 

hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

 No reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the 

obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on 

this Senior Note at the times, place and rate, and in the coin or currency, herein prescribed. 

 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior Note is 

registrable in the Bond Register, upon surrender of this Senior Note for registration of transfer at the office or agency of 

the Company in any place where the principal of and any premium and interest on this Senior Note are payable, duly 

endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee or the 

Bond Registrar, as the case may be, duly executed by the Holder hereof or such Holder’s attorney duly authorized in 

writing, and thereupon one or more new Senior Notes of like tenor, of authorized denominations and for the same 

aggregate principal amount, will be issued to the designated transferee or transferees. 

 The Senior Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral 

multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are 

exchangeable for a like aggregate principal amount of Senior Notes and of like tenor of a different authorized 

denomination, as requested by the Holder surrendering the same.

 No service charge shall be made for any such registration of transfer or exchange, but the Company may require 

payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

 The Company shall not be required to execute or to provide for the registration of the transfer of or the exchange of 

(A) any Senior Note of this series during a period of 15 days immediately preceding the date notice is to be given 

identifying the serial numbers of the Senior 

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Notes called for redemption, or (B) any Senior Note selected for redemption in whole or in part, except the unredeemed 

portion of any Senior Note being redeemed in part. 

 Prior to due presentment of this Senior Note for registration of transfer, the Company, the Trustee and any agent of the 

Company or the Trustee may treat the Person in whose name this Senior Note is registered as the owner hereof for all 

purposes, whether or not this Senior Note is overdue, and neither the Company, the Trustee nor any such agent shall be 

affected by notice to the contrary. 

 This Senior Note shall be governed by, and construed and enforced in accordance with, the laws of the State of 

California without regard to the principles of conflicts of laws thereunder, except to the extent that the Trust Indenture Act

shall be applicable. 

 As provided in the Indenture, no recourse shall be had for the payment of the principal of, premium, if any, or interest 

with respect to this Senior Note, or any part thereof, or for any claim based hereon or otherwise in respect hereof, or of the

indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, against any 

incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any predecessor or 

successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by 

virtue of any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or 

otherwise; it being expressly agreed and understood that the Indenture and all the Bonds are solely corporate obligations 

and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the 

consideration for, the execution of the Indenture and the issuance of this Senior Note. 

 All terms used in this Senior Note which are not defined herein shall have the meanings assigned to them in the 

Indenture. 

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ASSIGNMENT FORM

To assign this Senior Note, fill in the form below: (I) or (we) assign and transfer this Senior Note to 

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code) 

and irrevocably appoint

to transfer this Senior Note on the books of the Company. The agent may substitute another to act for him. 

Date: 

Your signature: 

(Sign exactly as your name appears on the face of this Senior Note)

Tax Identification No.:

SIGNATURE GUARANTEE:

Signatures must be guaranteed by an “eligible guarantor 

institution” meeting the requirements of the Bond Registrar, which 

requirements include membership or participation in the Securities 

Transfer Agent Medallion Program (“STAMP”) or such other 

“signature guarantee program” as may be determined by the Bond 

Registrar in addition to, or in substitution for, STAMP, all in

accordance with the Securities Exchange Act of 1934, as amended.

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