ppl-6302022_ex4a4






         THIRD SUPPLEMENTAL INDENTURE    December 10, 2012  between    THE NARRAGANSETT ELECTRIC COMPANY,  as Issuer    and    THE BANK OF NEW YORK MELLON,   as Trustee and Paying Agent    $250,000,000  4.170% Senior Notes Due 2042        





 






  A15805178  i  TABLE OF CONTENTS  Page  ARTICLE I Definitions and Other Provisions of General Application ....................................................... 1  Section 1.1 Definitions .......................................................................................................................... 1  Section 1.2 Conflict with Trust Indenture Act ........................................................................................ 4  Section 1.3 Effect of Headings and Table of Contents ......................................................................... 4  Section 1.4 Successors and Assigns .................................................................................................... 4  Section 1.5 Separability Clause ............................................................................................................ 4  Section 1.6 Benefits of Supplemental Indenture................................................................................... 4  Section 1.7 Governing Law ................................................................................................................... 4  Section 1.8 Execution in Counterparts ................................................................................................. 4  Section 1.9 Recitals by the Issuer ........................................................................................................ 4  Section 1.10 Ratification and Incorporation of Original Indenture .......................................................... 4  ARTICLE II Designated Securities ........................................................................................................... 5  Section 2.1 Creation of Designated Securities ..................................................................................... 5  Section 2.2 Aggregate Principal Amount of Designated Securities ...................................................... 5  Section 2.3 Payment of Principal .......................................................................................................... 5  Section 2.4 Interest and Interest Rate .................................................................................................. 5  Section 2.5 Paying Agent ...................................................................................................................... 6  Section 2.6 Place of Payment ............................................................................................................... 9  Section 2.7 Denominations ................................................................................................................... 9  Section 2.8 Form; Terms ....................................................................................................................... 9  Section 2.9 Transfer and Exchange .................................................................................................... 11  Exhibit A Form of Designated Security ......................................................................................... A-1  Exhibit B Form of Certificate of Transfer ....................................................................................... B-1  Exhibit C Form of Certificate of Exchange .................................................................................... C-1 





 






  A15805178  1  This Third Supplemental Indenture, dated as of December 10, 2012, between The Narragansett  Electric Company, a Rhode Island company (the “Issuer”), and The Bank of New York Mellon, a New  York banking corporation duly organized and existing under the laws of the State of New York, as  trustee (the “Trustee”) and paying agent (the “Paying Agent”).  Whereas:  (A) the Issuer has heretofore entered into an Indenture, dated as of March 22, 2010 (the “Original  Indenture”), with the Trustee;  (B) the Original Indenture, as supplemented by this Supplemental Indenture, is herein called the  “Indenture”;  (C) pursuant to Section 3.1 of the Original Indenture, the Issuer proposes to create a new series of  Securities under the Indenture;  (D) the Issuer hereby resolves to issue Designated Securities (as such term is defined in Section  2.1 hereof) in an aggregate principal amount of $250,000,000 and with the terms and conditions  set forth in this Supplemental Indenture; and  (E) all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, in  accordance with its terms, have been done;  Now, Therefore, for and in consideration of the premises and the purchases of the Designated  Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and  proportionate benefit of all Holders of Designated Securities, as follows:  ARTICLE I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  Section 1.1 Definitions  For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the  context otherwise requires:  (a) the terms defined in this Article have the meanings assigned to them in this Article and  include the plural as well as the singular;  (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or  by reference therein, have the meanings assigned to them therein;  (c) unless the context otherwise requires, any reference to an “Article” or a “Section”  refers to an Article or a Section, as the case may be, of this Supplemental Indenture;  (d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to  this Supplemental Indenture as a whole and not to any particular Article, Section or  other subdivision; and  (e) all terms used but not defined in this Supplemental Indenture, which are defined in the  Original Indenture, shall have the meanings assigned to them in the Original Indenture.  “Additional Designated Securities” has the meaning ascribed in Section 2.2.  





 






  A15805178  2  “Applicable Procedures” means, with respect to any transfer or exchange of or for  beneficial interests in any Global Security, the rules and procedures of the Depository,  Euroclear and/or Clearstream that apply to such transfer or exchange.  “Business Day” means each day which is not a Legal Holiday.  “Clearstream” means Clearstream Banking, Société Anonyme, and its successors.  “Definitive Security” means a certificated Designated Security registered in the name  of the Holder thereof and issued in accordance with Section 2.9 hereof, substantially in  the form of Exhibit A hereto, except that such Designated Security shall not bear the  Global Security Legend and shall not have the “Schedule of Exchanges of Interests in  the Global Security” attached thereto.  “Depository” means The Depository Trust Company and its successors.  “Designated Securities” has the meaning ascribed in Section 2.1.  “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.  “Global Security Legend” means the legend set forth in Section 2.9(f)(ii) hereof, which  is required to be placed on all Global Securities issued under this Supplemental  Indenture.  “Global Securities” means, individually and collectively, each of the Restricted Global  Securities and the Unrestricted Global Securities deposited with or on behalf of and  registered in the name of the Depository or its nominee, substantially in the form of  Exhibit A hereto, and that bears the Global Security Legend and that has the “Schedule  of Exchanges of Interests in the Global Security” attached thereto, issued in accordance  with the Indenture.  “Indirect Participant” means a Person who holds a beneficial interest in a Global  Security through a Participant.  “Initial Designated Securities” has the meaning ascribed in Section 2.2.  “Interest Payment Date” has the meaning ascribed in Section 2.4(b).  “Issue Date” means December 10, 2012.  “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking  institutions are not required to be open in the State of New York.  “Non-U.S. Person” means a Person who is not a U.S. Person.  “Participant” means, with respect to the Depository, Euroclear or Clearstream, a Person  who has an account with the Depository, Euroclear or Clearstream, respectively (and,  with respect to DTC, shall include Euroclear and Clearstream).  “Private Placement Legend” means the legend set forth in Section 2.09(f)(i) hereof.  “QIB” means a “qualified institutional buyer” as defined in Rule 144A.  “Regular Record Date” means, with respect to the applicable Interest Payment Date,  the close of business on the preceding May 31 or November 30, as the case may be.  





 






  A15805178  3  “Regulation S” means Regulation S promulgated under the Securities Act.  “Regulation S Global Security” means a Regulation S Temporary Global Security or  Regulation S Permanent Global Security, as appropriate.  “Regulation S Permanent Global Security” means a permanent Global Security in the  form of Exhibit A hereto, bearing the Global Security Legend and the Private Placement  Legend and deposited with or on behalf of and registered in the name of the Depository  or its nominee, issued in a denomination equal to the outstanding principal amount of  the Regulation S Temporary Global Security upon expiration of the Restricted Period.  “Regulation S Temporary Global Security” means a temporary Global Security in the  form of Exhibit A hereto, bearing the Global Security Legend, the Private Placement  Legend and the Regulation S Temporary Global Security Legend and deposited with or  on behalf of and registered in the name of the Depository or its nominee, issued in a  denomination equal to the outstanding principal amount of the Designated Securities  initially sold in reliance on Rule 903.  “Regulation S Temporary Global Security Legend” means the legend set forth in  Section 2.09(f)(iii) hereof.  “Restricted Definitive Security” means a Definitive Security bearing the Private  Placement Legend.  “Restricted Global Security” means a Global Security bearing the Private Placement  Legend.  “Restricted Period” means the 40-day distribution compliance period as defined in  Regulation S.  “Rule 144” means Rule 144 promulgated under the Securities Act.  “Rule 144A” means Rule 144A promulgated under the Securities Act.  “Rule 903” means Rule 903 promulgated under the Securities Act.  “Rule 904” means Rule 904 promulgated under the Securities Act.  “Stated Maturity” means December 10, 2042.  “Supplemental Indenture” means this instrument as originally executed or as it may  from time to time be supplemented or amended in accordance with the terms of the  Indenture.  “Unrestricted Definitive Security” means one or more Definitive Securities that do not  bear and are not required to bear the Private Placement Legend.  “Unrestricted Global Security” means a permanent Global Security, substantially in  the form of Exhibit A attached hereto, that bears the Global Security Legend and that  has the “Schedule of Exchanges of Interests in the Global Security” attached thereto,  and that is deposited with or on behalf of and registered in the name of the Depository,  representing Global Securities that do not bear and are not required to bear the Private  Placement Legend.  





 






  A15805178  4  “U.S. Person” means a U.S. person as defined in Rule 902(k) promulgated under the  Securities Act.  Section 1.2 Conflict with Trust Indenture Act  If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with a  provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and  govern this Supplemental Indenture, the latter provision shall control. If any provision of this  Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so  modified or excluded, the former provision shall control.  Section 1.3 Effect of Headings and Table of Contents  The Article and Section headings herein and the Table of Contents are for convenience only and shall  not affect the construction hereof.  Section 1.4 Successors and Assigns  All covenants and agreements in this Supplemental Indenture by the Issuer shall bind its successors  and assigns, whether so expressed or not.  Section 1.5 Separability Clause  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the  validity, legality and enforceability of the remaining provisions shall not in any way be affected or  impaired thereby.  Section 1.6 Benefits of Supplemental Indenture  Nothing in the Indenture or the Designated Securities, express or implied, shall give to any Person,  other than the parties hereto and their successors hereunder and the Holders of Designated  Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.  Section 1.7 Governing Law  This Supplemental Indenture and the Designated Securities shall be governed by, and construed in  accordance with, the laws of the State of New York.  Section 1.8 Execution in Counterparts  This 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.  Section 1.9 Recitals by the Issuer  The recitals in this Supplemental Indenture are made by the Issuer only and not by the Trustee, and all  of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities,  powers and duties of the Trustee shall be applicable in respect of the Designated Securities and of this  Supplemental Indenture as fully and with like effect as if set forth herein in full.  Section 1.10 Ratification and Incorporation of Original Indenture  As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the  Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the  same instrument.  





 






  A15805178  5  ARTICLE II  DESIGNATED SECURITIES  Section 2.1 Creation of Designated Securities  There is hereby created a new series of Securities to be issued under the Indenture, to be designated  as “4.170% Senior Notes due 2042” (the “Designated Securities”).  Section 2.2 Aggregate Principal Amount of Designated Securities  The aggregate principal amount of the Designated Securities shall initially be limited to $250,000,000  (except for Designated Securities authenticated and delivered upon registration of transfer of, or in  exchange for, or in lieu of, other Designated Securities pursuant to Section 3.6, 3.7, 3.10 or 10.6 of the  Original Indenture and except for any Designated Securities which, pursuant to Section 3.3 of the  Original Indenture, are deemed never to have been authenticated and delivered under the Indenture)  (the “Initial Designated Securities”).The Issuer may create and issue an unlimited amount of  additional Designated Securities from time to time, without notice to or the consent of the Holders of  Designated Securities, having the same terms and conditions in all material respects as the Initial  Designated Securities (“Additional Designated Securities”). Any Additional Designated Securities  shall be consolidated with and form a single class with the Initial Designated Securities and have the  same terms as to status, redemption or otherwise as the Initial Designated Securities. Any Additional  Designated Securities issued with the same CUSIP, ISIN or other identifying number as that of the  Initial Designated Securities shall be issued with no more than a de minimis amount of original issue  discount, or as part of a qualified reopening, in each case for U.S. federal income tax purposes.  Unless the context otherwise requires, references to “Designated Securities” for all purposes of this  Supplemental Indenture include the Initial Designated Securities and any Additional Designated  Securities actually issued.  Section 2.3 Payment of Principal  The principal of the Outstanding Designated Securities shall be due and payable at the Stated  Maturity.  Section 2.4 Interest and Interest Rate  (a) The Designated Securities will bear interest at 4.170% per annum from the Issue Date  until Maturity.  (b) The Issuer will pay interest on the Designated Securities semi-annually in arrears on  June 10 and December 10 of each year, commencing June 10, 2013, until Maturity, and  at Maturity (each an “Interest Payment Date”).  (c) Interest on the Designated Securities will be computed on the basis of a 360-day year  comprised of twelve 30-day months. Except as described below for the first Interest  Payment Date, on each Interest Payment Date, the Issuer will pay interest on the  Designated Securities for the period commencing on and including the immediately  preceding Interest Payment Date and ending on and excluding such Interest Payment  Date.  (d) On the first Interest Payment Date, the Issuer will pay interest for the period  commencing on and including the Issue Date and ending on and excluding the first  Interest Payment Date.  





 






  A15805178  6  (e) If any Interest Payment Date falls on a day that is not a Business Day, the interest  payment shall be postponed to the next day that is a Business Day, without interest  accruing on the amount then so payable from such day that is not a Business Day until  such Business Day.  (f) If the Maturity of any Designated Security is not a Business Day, payment of principal,  premium, if any, and interest on the applicable Designated Security will be made on the  next succeeding day that is a Business Day, without interest accruing on the amount  then so payable from such day that is not a Business Day until such Business Day.  (g) Interest on each Designated Security will be paid only to the Person in whose name  such Designated Security was registered at the close of business on the Regular  Record Date for the applicable Interest Payment Date.  Section 2.5 Paying Agent  (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby  appoints The Bank of New York Mellon as the initial Paying Agent under the Indenture  for the purpose of performing the functions of the Paying Agent with respect to the  Designated Securities.  (b) The Paying Agent shall exercise due care in performing the functions of the Paying  Agent for the Designated Securities.  (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to  the conditions hereof, including the following, to all of which the Issuer agrees:  (i) The Paying Agent shall be entitled to such compensation as may be agreed in  writing with the Issuer for all services rendered by the Paying Agent, and the  Issuer promises to pay such compensation and to reimburse the Paying Agent  for the reasonable out-of-pocket expenses (including reasonable counsel fees  and expenses) properly incurred by it in connection with the services rendered  by it hereunder upon receipt of such invoices as the Issuer shall reasonably  require. The Issuer agrees to indemnify the Paying Agent (which for purposes of  this subsection shall include its directors, officers, employees and agents) for,  and to hold it harmless against, any and all loss, liability, damage, claims or  reasonable expenses (including the costs and expenses of defending against  any claim of liability) properly incurred by the Paying Agent that arises out of or  in connection with its acting as Paying Agent hereunder, except such as may  result from the negligence, willful misconduct or bad faith of the Paying Agent or  any of its agents or employees. The Paying Agent shall incur no liability and  shall be indemnified and held harmless by the Issuer for, or in respect of, any  action taken or omitted by it in good faith in reliance upon written instructions  from the Issuer. The provisions of this paragraph shall survive the termination of  this Supplemental Indenture and the resignation or removal of the Paying Agent.  (ii) In acting under the Indenture and in connection with the Designated Securities,  the Paying Agent is acting solely as agent of the Issuer and does not assume  any obligations to, or relationship of agency or trust for or with, any of the  Holders of the Designated Securities.  





 






  A15805178  7  (iii) The Paying Agent shall be protected and shall incur no liability for or in respect  of any action taken or omitted to be taken or anything suffered by it in reliance  upon the terms of the Designated Securities or any document, including any  resolution, Officer’s Certificate or any other certificate, statement, instrument,  opinion, report, notice, request, consent, order, bond, debenture, note, coupon  or security (whether in original or facsimile form), believed by it to be genuine  and to have been signed or presented by the proper party or parties.  (iv) The duties and obligations of the Paying Agent shall be determined solely by the  express provisions of the Indenture, and the Paying Agent shall not be liable  except for the performance of such duties and obligations as are specifically set  forth in the Indenture, and no implied covenants or obligations shall be read into  the Indenture against the Paying Agent.  (v) Unless herein otherwise specifically provided, any request, direction, order or  demand of the Issuer mentioned herein shall be sufficiently evidenced by an  Officer’s Certificate (unless other evidence in respect thereof be herein  specifically prescribed).  (vi) The Paying Agent may, upon obtaining the prior written consent of the Issuer  (which consent shall not be unreasonably withheld) perform any duties  hereunder either directly or by or through agents or attorneys not regularly in its  employ, and the Paying Agent shall not be responsible for any misconduct or  negligence on the part of any such agent or attorney appointed with due care by  it hereunder.  (vii) Sections 7.2(c), 7.2(e), 7.2(i) and 7.2(j) of the Original Indenture are also  deemed applicable to the Paying Agent.  (viii) None of the provisions hereunder shall require the Paying Agent to expend or  risk its own funds or otherwise incur personal financial liability in the  performance of any of its duties or in the exercise of any of its rights or powers, if  it shall have reasonable grounds for believing that the repayment of such funds  or adequate indemnity against such liability is not reasonably assured to it.  (ix) In no event shall the Paying Agent be responsible or liable for any failure or  delay in the performance of its obligations under this Indenture arising out of or  caused by, directly or indirectly, forces beyond its reasonable control, including,  without limitation, strikes, work stoppages, accidents, acts of war or terrorism,  civil or military disturbances, nuclear or natural catastrophes or acts of God, and  interruptions, loss or malfunctions of utilities, communications or computer  (software or hardware) services; it being understood that the Paying Agent shall  use reasonable efforts which are consistent with accepted practices in the  banking industry to resume performance as soon as practicable under the  circumstances.  (d) (i) The Paying Agent may at any time resign as Paying Agent by giving written notice  to the Issuer of such intention on its part, specifying the date on which its desired  resignation shall become effective; provided, however, that such date shall not be earlier  





 






  A15805178  8  than 60 days after the receipt of such notice by the Issuer, unless the Issuer agrees in  writing to accept less notice. The Paying Agent may be removed (with or without cause)  at any time by the filing with it of any instrument in writing signed on behalf of the Issuer  by any proper officer or an authorized person thereof and specifying such removal and  the date when it is intended to become effective (such date shall not be earlier than 60  days after the receipt of such instrument by the Paying Agent, unless otherwise agreed  by the parties), subject to (if such Paying Agent is not also the Trustee) the written  consent of the Trustee, which consent shall not be unreasonably withheld.  Notwithstanding the provisions of this Section 2.5(d)(i), such resignation or removal shall  take effect only upon the date of the appointment by the Issuer, as hereinafter provided,  and the acceptance thereof, of a successor Paying Agent. If within 30 days after notice  of resignation or removal has been received, a successor Paying Agent has not been  appointed, the Paying Agent may petition a court of competent jurisdiction to appoint a  successor Paying Agent at the Issuer’s cost, as per Section 2.5(c)(i) hereof. A successor  Paying Agent shall be appointed by the Issuer by an instrument in writing signed on  behalf of the Issuer by any proper officer or an authorized person thereof and the  successor Paying Agent. Upon the appointment of a successor Paying Agent and  acceptance by it of such appointment, the Paying Agent so succeeded shall cease to be  such Paying Agent hereunder. Upon its resignation or removal, the Paying Agent shall  be entitled to the payment by the Issuer of its compensation, if any is owed to it, for  services rendered hereunder and to the reimbursement of all reasonable and properly  incurred out-of-pocket expenses incurred in connection with the services rendered by it  hereunder, in each case as per Section 2.5(c)(i) hereof.  (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to  its predecessor and to the Issuer an instrument accepting such appointment  hereunder, and thereupon such successor Paying Agent, without any further act,  deed or conveyance, shall become vested with all the authority, rights, powers,  trusts, immunities, duties and obligations of such predecessor with like effect as  if originally named as such Paying Agent hereunder, and such predecessor,  upon payment by the Issuer of its charges and disbursements then unpaid, shall  thereupon become obliged to transfer and deliver, and such successor Paying  Agent shall be entitled to receive, copies of any relevant records maintained by  such predecessor Paying Agent.  (iii) Any Person into which the Paying Agent may be merged or converted or with  which the Paying Agent may be consolidated, or any Person resulting from any  merger, conversion or consolidation to which the Paying Agent shall be a party,  or any Person succeeding to all or substantially all of the assets and business of  the Paying Agent, or all or substantially all of the corporate trust business of the  Paying Agent shall, to the extent permitted by applicable law and provided that it  shall have an established place of business in New York, New York, be the  successor Paying Agent under the Indenture without the execution or filing of  any paper or any further act on the part of any of the parties hereto. Notice of  any such merger, conversion, consolidation or sale shall be given to the Issuer  as promptly as practicable following such merger, conversion, consolidation or  sale.  





 






  A15805178  9  (iv) Any notice required to be given by the Paying Agent to any other Person  hereunder shall be given in accordance with Section 13.5 of the Original  Indenture. Any notice to be given to the Paying Agent shall be delivered in  person, sent by first class mail or overnight air courier guaranteeing next day  delivery or communicated by facsimile, to the following address (or to any other  address of which the Paying Agent shall have notified the Issuer in writing): The  Bank of New York Mellon, Corporate Trust Services, One Canada Square,  London E14 5AL, United Kingdom, Fax: +44 (0) 20-7964-2536, Attention:  Corporate Trust Services, with a copy to: The Bank of New York Mellon, Global  Trust Services, 101 Barclay Street, New York, New York, Fax: +1 (212) 815- 5366. All notices shall be deemed to have been duly given: at the time delivered  by hand, if personally delivered; five calendar days after being deposited in the  mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged,  if faxed; and the next Business Day after timely delivery to the courier, if sent by  overnight air courier guaranteeing next day delivery.  Section 2.6 Place of Payment  The place or places where, subject to the provisions of Section 4.2 of the Original Indenture, the  principal of, premium, if any, and interest, if any, on the Designated Securities shall be payable,  Designated Securities may be surrendered for registration, transfer or exchange and notices and  demands to or upon the Issuer in respect of the Designated Securities and the Indenture may be  served shall be the Corporate Trust Office of the Trustee in the United States.  Section 2.7 Denominations  The Designated Securities shall be issued in denominations of $2,000 and integral multiples of $1,000  in excess thereof.  Section 2.8 Form; Terms  (a) The Designated Securities shall be substantially in the form of Exhibit A. The  Designated Securities may have notations, legends or endorsements required by law,  stock exchange rules or usage.  (b) Designated Securities issued in global form shall be substantially in the form of Exhibit A  (including the Global Security Legend thereon and the “Schedule of Exchanges of  Interests in the Global Security” attached thereto). Designated Securities issued in  definitive form shall be substantially in the form of Exhibit A attached hereto (but without,  in each case, the Global Security Legend thereon and without the “Schedule of  Exchanges of Interests in the Global Security” attached thereto). Each Global Security  shall represent such of the outstanding Designated Securities as shall be specified in  the “Schedule of Exchanges of Interests in the Global Security” attached thereto and  each shall provide that it shall represent up to the aggregate principal amount of  Designated Securities from time to time endorsed thereon and that the aggregate  principal amount of outstanding Designated Securities represented thereby may from  time to time be reduced or increased, as applicable, to reflect exchanges and  redemptions. Any endorsement of a Global Security to reflect the amount of any  increase or decrease in the aggregate principal amount of outstanding Designated  





 






  A15805178  10  Securities represented thereby shall be made by the Trustee, in accordance with  instructions given by the Holder thereof as required by Section 2.9 hereof.  (c) Designated Securities offered and sold in reliance on Regulation S shall be issued  initially in the form of the Regulation S Temporary Global Security, which shall be  deposited on behalf of the purchasers of the Designated Securities represented thereby  with the Trustee, as custodian for the Depository, and registered in the name of the  Depository or the nominee of the Depository for the accounts of designated agents  holding on behalf of Euroclear or Clearstream, duly executed by the Company and  authenticated by the Trustee as hereinafter provided. The Restricted Period shall be  terminated upon the receipt by the Trustee of:  (i) a written certificate from the Depository (if available), together with copies of  certificates from Euroclear and Clearstream (if available) certifying that they  have received certification of non-United States beneficial ownership of 100% of  the aggregate principal amount of each Regulation S Temporary Global Security  (except to the extent of any beneficial owners thereof who acquired an interest  therein during the Restricted Period pursuant to another exemption from  registration under the Securities Act and who shall take delivery of a beneficial  ownership interest in a 144A Global Security bearing a Private Placement  Legend, all as contemplated by Section 2.9(b) hereof); and  (ii) an Officer’s Certificate from the Issuer.  Following the termination of the Restricted Period, beneficial interests in each  Regulation S Temporary Global Security shall be exchanged for beneficial interests in  the Regulation S Permanent Global Security of the same series pursuant to the  Applicable Procedures. Simultaneously with the authentication of the corresponding  Regulation S Permanent Global Security, the Trustee shall cancel the corresponding  Regulation S Temporary Global Security. The aggregate principal amount of a  Regulation S Temporary Global Security and the Regulation S Permanent Global  Security may from time to time be increased or decreased by adjustments made on the  records of the Trustee and the Depository or its nominee, as the case may be, in  connection with transfers of interest as hereinafter provided.  (d) The terms and provisions contained in the Designated Securities shall constitute, and  are hereby expressly made, a part of the Indenture, and the Issuer and the Trustee, by  their execution and delivery of this Supplemental Indenture, expressly agree to such  terms and provisions and to be bound thereby. However, to the extent any provision of  any Designated Security conflicts with the express provisions of the Indenture, the  provisions of the Indenture shall govern and be controlling.  (e) The provisions of the “Operating Procedures of the Euroclear System” and “Terms and  Conditions Governing Use of Euroclear” and the “General Terms and Conditions of  Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to  transfers of beneficial interests in the Regulation S Temporary Global Security and the  Regulation S Permanent Global Securities that are held by Participants through  Euroclear or Clearstream.  





 






  A15805178  11  Section 2.9 Transfer and Exchange  The transfer or exchange of Designated Securities shall be effected in accordance with Section 3.6 of  the Original Indenture and this Section 2.9.  (a) Transfer and Exchange of Global Securities  Except as otherwise set forth in this  Section 2.9, a Global Security may be transferred, in whole and not in part, only to  another nominee of the Depository or to a successor Depository or a nominee of such  successor Depository. A beneficial interest in a Global Security may not be exchanged  for a Definitive Security unless (i) the Depository (x) notifies the Issuer that it is unwilling  or unable to continue as Depository for such Global Security or (y) has ceased to be a  clearing agency registered under the Exchange Act and, in either case, a successor  Depository is not appointed by the Issuer within 120 days or (ii) there shall have  occurred and be continuing an Event of Default with respect to the Designated  Securities. Upon the occurrence of any of the preceding events in (i) or (ii) above,  Definitive Securities delivered in exchange for any Global Security or beneficial interests  therein will be registered in the names, and issued in any approved denominations,  requested by or on behalf of the Depository (in accordance with its customary  procedures). Global Securities also may be exchanged or replaced, in whole or in part,  as provided in Sections 3.7 and 3.10 of the Original Indenture. Every Designated  Security authenticated and delivered in exchange for, or in lieu of, a Global Security or  any portion thereof, pursuant to this Section 2.9 or Sections 3.7 or 3.10 of the Original  Indenture, shall be authenticated and delivered in the form of, and shall be, a Global  Security, except for Definitive Securities issued subsequent to any of the preceding  events in (i) or (ii) above and pursuant to Section 2.9(c) hereof. A Global Security may  not be exchanged for another Designated Security other than as provided in this Section  2.9(a); provided, however, beneficial interests in a Global Security may be transferred  and exchanged as provided in Section 2.9(b), (c) or (d) hereof.  (b) Transfer and Exchange of Beneficial Interests in the Global Securities  The transfer  and exchange of beneficial interests in the Global Securities shall be effected through  the Depository, in accordance with the provisions of this Indenture and the Applicable  Procedures. Beneficial interests in the Restricted Global Securities shall be subject to  restrictions on transfer comparable to those set forth herein to the extent required by the  Securities Act. Transfers of beneficial interests in the Global Securities also shall require  compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or  more of the other following subparagraphs, as applicable:  (i) Transfer of Beneficial Interests in the Same Global Security  Beneficial  interests in any Restricted Global Security may be transferred to Persons who  take delivery thereof in the form of a beneficial interest in the same Restricted  Global Security in accordance with the transfer restrictions set forth in the  Private Placement Legend; provided, however, that prior to the expiration of the  Restricted Period, transfers of beneficial interests in the Regulation S Temporary  Global Security may not be made to a U.S. Person or for the account or benefit  of a U.S. Person. Beneficial interests in any Unrestricted Global Security may be  transferred to Persons who take delivery thereof in the form of a beneficial  interest in an Unrestricted Global Security. No written orders or instructions shall  





 






  A15805178  12  be required to be delivered to the Securities Registrar to effect the transfers  described in this Section 2.9(b)(i).  (ii) All Other Transfers and Exchanges of Beneficial Interests in Global  Securities  In connection with all transfers and exchanges of beneficial interests  that are not subject to Section 2.9(b)(i) hereof, the transferor of such beneficial  interest must deliver to the Securities Registrar either (A) both (1) a written order  from a Participant or an Indirect Participant given to the Depository in  accordance with the Applicable Procedures directing the Depository to credit or  cause to be credited a beneficial interest in another Global Security in an  amount equal to the beneficial interest to be transferred or exchanged and (2)  instructions given in accordance with the Applicable Procedures containing  information regarding the Participant account to be credited with such increase  or (B) both (1) a written order from a Participant or an Indirect Participant given  to the Depository in accordance with the Applicable Procedures directing the  Depository to cause to be issued a Definitive Security of the same series in an  amount equal to the beneficial interest to be transferred or exchanged and (2)  instructions given by the Depository to the Securities Registrar containing  information regarding the Person in whose name such Definitive Security shall  be registered to effect the transfer or exchange referred to in (1) above; provided  that in no event shall Definitive Securities be issued upon the transfer or  exchange of beneficial interests in the Regulation S Temporary Global Security  prior to (A) the expiration of the Restricted Period and (B) the receipt by the  Securities Registrar of any certificates required pursuant to Rule 903. Upon  satisfaction of all of the requirements for transfer or exchange of beneficial  interests in Global Securities contained in this Indenture and the Designated  Securities or otherwise applicable under the Securities Act, the Trustee shall  adjust the principal amount of the relevant Global Securities pursuant to Section  2.9(g) hereof.  (iii) Transfer of Beneficial Interests to Another Restricted Global Security  A  beneficial interest in any Restricted Global Security may be transferred to a  Person who takes delivery thereof in the form of a beneficial interest in another  Restricted Global Security if the transfer complies with the requirements of  Section 2.9(b)(ii) hereof and the Securities Registrar receives the following:  (A) if the transferee will take delivery in the form of a beneficial interest in a  144A Global Security, then the transferor must deliver a certificate in the  form of Exhibit B hereto, including the certifications in item (1) thereof; or  (B) if the transferee will take delivery in the form of a beneficial interest in the  Regulation S Global Security, then the transferor must deliver a  certificate in the form of Exhibit B hereto, including the certifications in  item (2) thereof.  (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global  Security for Beneficial Interests in an Unrestricted Global Security  A  beneficial interest in any Restricted Global Security may be exchanged by any  





 






  A15805178  13  holder thereof for a beneficial interest in an Unrestricted Global Security or  transferred to a Person who takes delivery thereof in the form of a beneficial  interest in an Unrestricted Global Security if the exchange or transfer complies  with the requirements of Section 2.9(b)(ii) hereof the Securities Registrar  receives the following:  (A) if the holder of such beneficial interest in a Restricted Global Security  proposes to exchange such beneficial interest for a beneficial interest in  an Unrestricted Global Security of the same series, a certificate from  such Holder substantially in the form of Exhibit C hereto, including the  certifications in item (1)(a) thereof; or  (B) if the holder of such beneficial interest in a Restricted Global Security  proposes to transfer such beneficial interest to a Person who shall take  delivery thereof in the form of a beneficial interest in an Unrestricted  Global Security of the same series, a certificate from such holder in the  form of Exhibit B hereto, including the certifications in item (4) thereof;  and, in each such case set forth in subparagraph (A) or (B), if the Securities Registrar so  requests or if the Applicable Procedures so require, an Opinion of Counsel in form  reasonably acceptable to the Securities Registrar to the effect that such exchange or  transfer is in compliance with the Securities Act and that the restrictions on transfer  contained herein and in the Private Placement Legend are no longer required in order to  maintain compliance with the Securities Act.  If any such transfer is effected pursuant to clause (iv) above at a time when an  Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon  receipt of a Company Order in accordance with Section 3.3 of the Original Indenture,  the Trustee shall authenticate one or more Unrestricted Global Securities in an  aggregate principal amount equal to the aggregate principal amount of beneficial  interests transferred pursuant to subparagraph (A) or (B) above.  Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or  transferred to Persons who take delivery thereof in the form of, a beneficial interest in a  Restricted Global Security.  (c) Transfer or Exchange of Beneficial Interests for Definitive Securities  (i) Beneficial Interests in Restricted Global Securities to Restricted Definitive  Securities  If any holder of a beneficial interest in a Restricted Global Security  proposes to exchange such beneficial interest for a Restricted Definitive Security  or to transfer such beneficial interest to a Person who takes delivery thereof in  the form of a Restricted Definitive Security, then, upon the occurrence of any of  the events in paragraph (i) or (ii) of Section 2.9(a) hereof and receipt by the  Securities Registrar of the following documentation:  (A) if the holder of such beneficial interest in a Restricted Global Security  proposes to exchange such beneficial interest for a Restricted Definitive  Security, a certificate from such holder substantially in the form of Exhibit  C hereto, including the certifications in item (2)(a) thereof;  





 






  A15805178  14  (B) if such beneficial interest is being transferred to a QIB in accordance  with Rule 144A, a certificate substantially in the form of Exhibit B hereto,  including the certifications in item (1) thereof;  (C) if such beneficial interest is being transferred to a Non-U.S. Person in an  offshore transaction in accordance with Rule 903 or Rule 904, a  certificate substantially in the form of Exhibit B hereto, including the  certifications in item (2) thereof;  (D) if such beneficial interest is being transferred pursuant to an exemption  from the registration requirements of the Securities Act in accordance  with Rule 144, a certificate substantially in the form of Exhibit B hereto,  including the certifications in item (3)(a) thereof;  (E) if such beneficial interest is being transferred to the Issuer or any of its  Restricted Subsidiaries, a certificate substantially in the form of Exhibit B  hereto, including the certifications in item (3)(b) thereof; or  (F) if such beneficial interest is being transferred pursuant to an effective  registration statement under the Securities Act, a certificate substantially  in the form of Exhibit B hereto, including the certifications in item (3)(c)  thereof,  the Trustee shall cause the aggregate principal amount of the applicable Global Security  to be reduced accordingly pursuant to Section 2.9(g) hereof, and the Issuer shall  execute and the Trustee shall authenticate and mail to the Person designated in the  instructions a Definitive Security in the applicable principal amount. Any Definitive  Security issued in exchange for a beneficial interest in a Restricted Global Security  pursuant to this Section 2.9(c)(i) shall be registered in such name or names and in such  authorized denomination or denominations as the holder of such beneficial interest shall  instruct the Securities Registrar through instructions from the Depository and the  Participant or Indirect Participant. The Trustee shall mail such Definitive Securities to the  Persons in whose names such Designated Securities are so registered at the address  appearing in the Securities Register. Any Definitive Security issued in exchange for a  beneficial interest in a Restricted Global Security pursuant to this Section 2.9(c)(i) shall  bear the Private Placement Legend and shall be subject to all restrictions on transfer  contained therein.  (ii) Beneficial Interests in Regulation S Temporary Global Security to  Definitive Securities  Notwithstanding Sections 2.9(c)(i)(A) and (C) hereof, a  beneficial interest in the Regulation S Temporary Global Security may not be  exchanged for a Definitive Security or transferred to a Person who takes delivery  thereof in the form of a Definitive Security prior to (A) the expiration of the  Restricted Period and (B) the receipt by the Securities Registrar of any  certificates required pursuant to Rule 903 of the Securities Act, except in the  case of a transfer pursuant to an exemption from the registration requirements of  the Securities Act other than Rule 903 or Rule 904.  





 






  A15805178  15  (iii) Beneficial Interests in Restricted Global Securities to Unrestricted  Definitive Securities  A holder of a beneficial interest in a Restricted Global  Security may exchange such beneficial interest for an Unrestricted Definitive  Security or may transfer such beneficial interest to a Person who takes delivery  thereof in the form of an Unrestricted Definitive Security only upon the  occurrence of any of the events in subsection (i) or (ii) of Section 2.9(a) hereof  and if the Securities Registrar receives the following:  (A) if the holder of such beneficial interest in a Restricted Global Security  proposes to exchange such beneficial interest for an Unrestricted  Definitive Security, a certificate from such holder substantially in the form  of Exhibit C hereto, including the certifications in item (1)(b) thereof; or  (B) if the holder of such beneficial interest in a Restricted Global Security  proposes to transfer such beneficial interest to a Person who shall take  delivery thereof in the form of an Unrestricted Definitive Security, a  certificate from such holder substantially in the form of Exhibit B hereto,  including the certifications in item (4) thereof;  and, in each such case set forth in this subparagraph (A) or (B) above, if the Securities  Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel  in form reasonably acceptable to the Securities Registrar to the effect that such  exchange or transfer is in compliance with the Securities Act and that the restrictions on  transfer contained herein and in the Private Placement Legend are no longer required in  order to maintain compliance with the Securities Act.  (iv) Beneficial Interests in Unrestricted Global Securities to Unrestricted  Definitive Securities  If any holder of a beneficial interest in an Unrestricted  Global Security proposes to exchange such beneficial interest for a Definitive  Security or to transfer such beneficial interest to a Person who takes delivery  thereof in the form of a Definitive Security, then, upon the occurrence of any of  the events in subsection (i) or (ii) of Section 2.9(a) hereof and satisfaction of the  conditions set forth in Section 2.9(b)(ii) hereof, the Trustee shall cause the  aggregate principal amount of the applicable Global Security to be reduced  accordingly pursuant to Section 2.9(g) hereof, and the Issuer shall execute and  the Trustee shall authenticate and mail to the Person designated in the  instructions a Definitive Security in the applicable principal amount. Any  Definitive Security issued in exchange for a beneficial interest pursuant to this  Section 2.9(c)(iv) shall be registered in such name or names and in such  authorized denomination or denominations as the holder of such beneficial  interest shall instruct the Securities Registrar through instructions from or  through the Depository and the Participant or Indirect Participant. The Trustee  shall mail such Definitive Securities to the Persons in whose names such  Securities are so registered. Any Definitive Security issued in exchange for a  beneficial interest pursuant to this Section 2.9(c)(iv) shall not bear the Private  Placement Legend.  (d) Transfer and Exchange of Definitive Securities for Beneficial Interests  





 






  A15805178  16  (i) Restricted Definitive Securities to Beneficial Interests in Restricted Global  Securities  If any Holder of a Restricted Definitive Security proposes to  exchange such Designated Security for a beneficial interest in a Restricted  Global Security or to transfer such Restricted Definitive Security to a Person who  takes delivery thereof in the form of a beneficial interest in a Restricted Global  Security, then, upon receipt by the Securities Registrar of the following  documentation:  (A) if the Holder of such Restricted Definitive Security proposes to exchange  such Designated Security for a beneficial interest in a Restricted Global  Security, a certificate from such Holder substantially in the form of Exhibit  C hereto, including the certifications in item (2)(b) thereof;  (B) if such Restricted Definitive Security is being transferred to a QIB in  accordance with Rule 144A, a certificate substantially in the form of  Exhibit B hereto, including the certifications in item (1) thereof;  (C) if such Restricted Definitive Security is being transferred to a Non-U.S.  Person in an offshore transaction in accordance with Rule 903 or Rule  904, a certificate substantially in the form of Exhibit B hereto, including  the certifications in item (2) thereof;  (D) if such Restricted Definitive Security is being transferred pursuant to an  exemption from the registration requirements of the Securities Act in  accordance with Rule 144, a certificate substantially in the form of  Exhibit B hereto, including the certifications in item (3)(a) thereof;  (E) if such Restricted Definitive Security is being transferred to the Issuer or  any of its Restricted Subsidiaries, a certificate substantially in the form of  Exhibit B hereto, including the certifications in item (3)(b) thereof; or  (F) if such Restricted Definitive Security is being transferred pursuant to an  effective registration statement under the Securities Act, a certificate  substantially in the form of Exhibit B hereto, including the certifications in  item (3)(c) thereof,  the Trustee shall cancel the Restricted Definitive Security, increase or cause to be  increased the aggregate principal amount of, in the case of clause (A) above, the  applicable Restricted Global Security, in the case of clause (B) above, the applicable  144A Global Security, and in the case of clause (C) above, the applicable Regulation S  Global Security.  (ii) Restricted Definitive Securities to Beneficial Interests in Unrestricted  Global Securities  A Holder of a Restricted Definitive Security may exchange  such Designated Security for a beneficial interest in an Unrestricted Global  Security or transfer such Restricted Definitive Security to a Person who takes  delivery thereof in the form of a beneficial interest in an Unrestricted Global  Security only if the Securities Registrar receives the following:  





 






  A15805178  17  (A) if the Holder of such Definitive Securities proposes to exchange such  Designated Securities for a beneficial interest in the Unrestricted Global  Security, a certificate from such Holder substantially in the form of Exhibit  C hereto, including the certifications in item (1)(c) thereof; or  (B) if the Holder of such Definitive Securities proposes to transfer such  Designated Securities to a Person who shall take delivery thereof in the  form of a beneficial interest in the Unrestricted Global Security, a  certificate from such Holder substantially in the form of Exhibit B hereto,  including the certifications in item (4) thereof;  and, in each such case set forth in this subsection (A) or (B) above, if the Securities  Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel  in form reasonably acceptable to the Securities Registrar to the effect that such  exchange or transfer is in compliance with the Securities Act and that the restrictions on  transfer contained herein and in the Private Placement Legend are no longer required in  order to maintain compliance with the Securities Act.  Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.9(d)(ii),  the Trustee shall cancel the Definitive Securities and increase or cause to be increased  the aggregate principal amount of the Unrestricted Global Security.  (iii) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted  Global Securities  A Holder of an Unrestricted Definitive Security may  exchange such Designated Security for a beneficial interest in an Unrestricted  Global Security or transfer such Definitive Securities to a Person who takes  delivery thereof in the form of a beneficial interest in an Unrestricted Global  Security at any time. Upon receipt of a request for such an exchange or transfer,  the Trustee shall cancel the applicable Unrestricted Definitive Security and  increase or cause to be increased the aggregate principal amount of one of the  Unrestricted Global Securities.  If any such exchange or transfer from a Definitive Security to a beneficial interest is  effected pursuant to clauses (ii) or (iii) above at a time when an Unrestricted Global  Security has not yet been issued, the Issuer shall issue and, upon receipt of a Company  Order in accordance with Section 3.3 of the Original Indenture, the Trustee shall  authenticate one or more Unrestricted Global Securities in an aggregate principal  amount equal to the principal amount of Definitive Securities so transferred.  (e) Transfer and Exchange of Definitive Securities for Definitive Securities  Upon  request by a Holder of Definitive Securities and such Holder’s compliance with the  provisions of this Section 2.9(e), the Securities Registrar shall register the transfer or  exchange of Definitive Securities. Prior to such registration of transfer or exchange, the  requesting Holder shall present or surrender to the Securities Registrar the Definitive  Securities duly endorsed or accompanied by a written instruction of transfer in form  satisfactory to the Securities Registrar duly executed by such Holder or by its attorney,  duly authorized in writing. In addition, the requesting Holder shall provide any additional  certifications, documents and information, as applicable, required pursuant to the  following provisions of this Section 2.9(e):  





 






  A15805178  18  (i) Restricted Definitive Securities to Restricted Definitive Securities  Any  Restricted Definitive Security may be transferred to and registered in the name  of Persons who take delivery thereof in the form of a Restricted Definitive  Security if the Securities Registrar receives the following:  (A) if the transfer will be made to a QIB in accordance with Rule 144A, then  the transferor must deliver a certificate in the form of Exhibit B hereto,  including the certifications in item (1) thereof;  (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the  transferor must deliver a certificate in the form of Exhibit B hereto,  including the certifications in item (2) thereof; or  (C) if the transfer will be made pursuant to any other exemption from the  registration requirements of the Securities Act, then the transferor must  deliver a certificate in the form of Exhibit B hereto, including the  certifications required by item (3) thereof, if applicable.  (ii) Restricted Definitive Securities to Unrestricted Definitive Securities  Any  Restricted Definitive Security may be exchanged by the Holder thereof for an  Unrestricted Definitive Security or transferred to a Person or Persons who take  delivery thereof in the form of an Unrestricted Definitive Security if the Securities  Registrar receives the following:  (A) if the Holder of such Restricted Definitive Securities proposes to  exchange such Designated Securities for an Unrestricted Definitive  Security, a certificate from such Holder substantially in the form of Exhibit  C hereto, including the certifications in item (1)(d) thereof; or  (B) if the Holder of such Restricted Definitive Securities proposes to transfer  such Designated Securities to a Person who shall take delivery thereof  in the form of an Unrestricted Definitive Security, a certificate from such  Holder substantially in the form of Exhibit B hereto, including the  certifications in item (4) thereof;  and, in each such case set forth in this subsection (A) or (B) above, if the Securities  Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the  Securities Registrar to the effect that such exchange or transfer is in compliance with  the Securities Act and that the restrictions on transfer contained herein and in the  Private Placement Legend are no longer required in order to maintain compliance with  the Securities Act.  (iii) Unrestricted Definitive Securities to Unrestricted Definitive Securities  A  Holder of Unrestricted Definitive Securities may transfer such Designated  Securities to a Person who takes delivery thereof in the form of an Unrestricted  Definitive Security. Upon receipt of a request to register such a transfer, the  Securities Registrar shall register the Unrestricted Definitive Securities pursuant  to the instructions from the Holder thereof.  





 






  A15805178  19  (f) Legends  The following legends shall appear on the face of all Global Securities and  Definitive Securities issued under this Indenture unless specifically stated otherwise in  the applicable provisions of this Indenture:  (i) Private Placement Legend  (A) Except as permitted by subparagraph (B) below, each Global Security  and each Definitive Security (and all Designated Securities issued in  exchange therefor or substitution therefor) shall bear the legend in  substantially the following form:  “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES  ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD  WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR  BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY  ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT  (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN  RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.  PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE  TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE  SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE  YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY  RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)  TO THE NARRAGANSETT ELECTRIC COMPANY OR ANY  SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A  QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE  144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED  STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE  501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN  “ACCREDITED INVESTOR”) THAT, PRIOR TO SUCH TRANSFER,  FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.  BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER  CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS  SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED  FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE  UNITED STATES IN AN OFFSHORE TRANSACTION IN  COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF  AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM  REGISTRATION PROVIDED BY RULE 144 UNDER THE  SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH  ANOTHER EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN  OPINION OF COUNSEL IF THE NARRAGANSETT ELECTRIC  COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND  





 






  A15805178  20  (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS  SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE  EFFECT OF THIS LEGEND. NO REPRESENTATION CAN BE MADE  AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY  RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.  IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY  WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS  SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED  INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,  FURNISH TO THE TRUSTEE AND THE NARRAGANSETT ELECTRIC  COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER  INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO  CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO  AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”  “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN  TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”  (B) Notwithstanding the foregoing, any Global Security or Definitive Security  issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii),  (e)(ii) or (e)(iii) of this Section 2.9 (and all Designated Securities issued  in exchange therefor or substitution thereof) shall not bear the Private  Placement Legend.  (ii) Global Security Legend  Each Global Security shall bear a legend in  substantially the following form:  “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN  THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN  CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,  AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY  CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH  NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION  2.9(g) OF THE SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY  MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO  SECTION 2.9(a) OF THE SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL  SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION  PURSUANT TO SECTION 3.9 OF THE ORIGINAL INDENTURE AND (IV)  THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR  DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR  SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE  TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A  NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE  DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE  DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A  





 






  A15805178  21  SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR  DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST  COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE  ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE  OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE  NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS  MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”  (iii) Regulation S Temporary Global Security Legend  The Regulation S  Temporary Global Security shall bear a legend in substantially the following  form:  “BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS  THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE  ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN  OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S  UNDER THE SECURITIES ACT.”  (g) Cancellation and/or Adjustment of Global Securities  At such time as all beneficial  interests in a particular Global Security have been exchanged for Definitive Securities or  a particular Global Security has been redeemed, repurchased or canceled in whole and  not in part, each such Global Security shall be returned to or retained and canceled by  the Trustee in accordance with Section 3.9 hereof. At any time prior to such cancellation,  if any beneficial interest in a Global Security is exchanged for or transferred to a Person  who will take delivery thereof in the form of a beneficial interest in another Global  Security or for Definitive Securities, the principal amount of Securities represented by  such Global Security shall be reduced accordingly and an endorsement shall be made  on such Global Security by the Trustee or by the Depository at the direction of the  Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or  transferred to a Person who will take delivery thereof in the form of a beneficial interest  in another Global Security, such other Global Security shall be increased accordingly  and an endorsement shall be made on such Global Security by the Trustee or by the  Depository at the direction of the Trustee to reflect such increase.  (h) Automatic Exchange from Restricted Global Security to Unrestricted Global  Security  At the option of the Issuer and upon compliance with the following procedures,  beneficial interests in a Restricted Global Security shall be exchanged for beneficial  interests in an Unrestricted Global Security. In order to effect such exchange, the Issuer  shall provide written notice to the Trustee instructing the Trustee to (i) direct the  Depository to transfer the specified amount of the outstanding beneficial interests in a  particular Restricted Global Security to an Unrestricted Global Security and provide the  Depository with all such information as is necessary for the Depository to appropriately  





 






  A15805178  22  credit and debit the relevant Holder accounts and (ii) provide prior written notice to all  Holders of such exchange, which notice must include the date such exchange is  proposed to occur, the CUSIP number of the relevant Restricted Global Security and the  CUSIP number of the Unrestricted Global Security into which such Holders’ beneficial  interests will be exchanged. As a condition to any such exchange pursuant to this  Section 2.9(h), the Trustee shall be entitled to receive from the Issuer, and rely  conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel  to the Issuer, in form and in substance reasonably satisfactory to the Trustee, to the  effect that such transfer of beneficial interests to the Unrestricted Global Security shall  be effected in compliance with the Securities Act. The Issuer may request from Holders  such information it reasonably determines is required in order to be able to deliver such  Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests  pursuant to this Section 2.9(h), the Securities Registrar shall reflect on its books and  records the date of such transfer and a decrease and increase, respectively, in the  principal amount of the applicable Restricted Global Securities and the Unrestricted  Global Securities, respectively, equal to the principal amount of beneficial interests  transferred. Following any such transfer pursuant to this Section 2.9(h) of all of the  beneficial interests in a Restricted Global Security, such Restricted Global Security shall  be cancelled.  (i) Transfers of Securities Held by Affiliates  Any certificate (i) evidencing a Designated  Security that has been transferred to an affiliate (as defined in Rule 405 of the Securities  Act) of the Issuer, as evidenced by a notation on the certificate of transfer and certificate  of exchange for such transfer or in the representation letter delivered in respect thereof  or (ii) evidencing a Designated Security that has been acquired from an affiliate (other  than by an affiliate) in a transaction or a chain of transactions not involving any public  offering, shall, until one year after the last date on which either the Issuer or any affiliate  of the Issuer was an owner of such Designated Security, in each case, be in the form of  a permanent definitive security and bear the private placement legend subject to the  restrictions in this Section 2.9. The Securities Registrar shall retain copies of all letters,  notices and other written communications received pursuant to this Section 2.9. The  Issuer, at its sole cost and expense, shall have the right to inspect and make copies of  all such letters, notices or other written communications at any reasonable time upon  the giving of reasonable advance written notice to the Trustee.     





 






 





 






 





 






  A15805178  A-1  Exhibit A  Form Designated Security  [Face of Designated Security]  [Insert Global Security Legend, if applicable pursuant to the provisions of the Supplemental Indenture.]  [Insert Private Placement Legend, if applicable pursuant to the provisions of the Supplemental  Indenture.]  [Insert Regulation S Temporary Global Security Legend, if applicable pursuant to the provisions of the  Supplemental Indenture.]     





 






  A15805178  A-2  CUSIP: [●]  ISIN: [●]  THE NARRAGANSETT ELECTRIC COMPANY   4.170% Senior Notes due 2042  No. ___ [$__________]  THE NARRAGANSETT ELECTRIC COMPANY, a Rhode Island company (the “Issuer”), for value  received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum [of  $__________] [set forth on the Schedule of Exchanges of Interests in the Global Security attached  hereto] on December 10, 2042 and to pay interest thereon from December 10, 2012 or from the most  recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in  arrears on June 10 and December 10 of each year, commencing June 10, 2013, at the rate of 4.170%  per annum until Maturity, and at Maturity.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Except  as described below for the first Interest Payment Date, on each Interest Payment Date, the Issuer will  pay interest on the Designated Securities for the period commencing on and including the immediately  preceding Interest Payment Date and ending on and excluding such Interest Payment Date. On the  first Interest Payment Date, the Issuer will pay interest for the period commencing on and including the  Issue Date and ending on and excluding the first Interest Payment Date. If any Interest Payment Date  falls on a day that is not a Business Day, the interest payment shall be postponed to the next day that  is a Business Day, without interest accruing on the amount then so payable from such day that is not a  Business Day until such Business Day. If the Maturity of any Designated Security is not a Business  Day, payment of principal, premium, if any, and interest on the applicable Designated Security will be  made on the next succeeding day that is a Business Day, without interest accruing on the amount then  so payable from such day that is not a Business Day until such Business Day.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,  as provided in the Indenture, be paid to the Person in whose name the Designated Securities  represented hereby (or one or more Predecessor Securities) are registered at the close of business on  the Regular Record Date for such Interest Payment Date, which shall be the May 31 or November 30,  as the case may be, preceding the applicable Interest Payment Date. 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 the Designated Securities  represented hereby (or one or more Predecessor Securities) are registered at the close of business on  a Special Record Date for the payment of such Defaulted Interest to be fixed by or on behalf of the  Company, notice whereof shall be given to Holders of Designated Securities not less than 15 days  prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent  with the requirements of any securities exchange on which the Designated Securities may be listed,  and upon such notice as may be required by such exchange, all as more fully provided in the  Indenture.  The Bank of New York Mellon shall initially act as Trustee and as Paying Agent with respect to the  Designated Securities.  





 






  A15805178  A-3  Reference is hereby made to the further provisions of the Designated Securities 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, directly or through  an Authenticating Agent, by manual signature of an authorized signatory, the Designated Securities  represented hereby shall not be entitled to any benefit under the Indenture or be valid or obligatory for  any purpose.     





 






  A15805178  A-4  In witness whereof, the Issuer has caused this instrument to be duly executed manually or in  facsimile.  Dated:  THE NARRAGANSETT ELECTRIC COMPANY  By:     Name:   Title:       





 






  A15805178  A-5  CERTIFICATE OF AUTHENTICATION  This is one of the Securities of the series designated therein referred to in the within-mentioned  Indenture.  Dated: December 10, 2012  THE BANK OF NEW YORK MELLON,  as Trustee  By:     Authorized Signatory     





 






  A15805178  A-6  [Reverse of Designated Security]  THE NARRAGANSETT ELECTRIC COMPANY  This Designated Security represents a duly authorized issue of 4.170% Senior Notes due 2042 (the  “Designated Securities”), issued under an Indenture, dated as of March 22, 2010 (the “Original  Indenture”), between the Issuer and The Bank of New York Mellon, as Trustee (the “Trustee,” which  term includes any successor trustee under the Indenture), as supplemented with respect to the  Designated Securities by the Third Supplemental Indenture, dated as of December 10, 2012, between  the Issuer and The Bank of New York Mellon, as Trustee and Paying Agent (together with the Original  Indenture, the “Indenture”). Reference is hereby made to the Indenture for a statement of the  respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and  the Holders of the Designated Securities and of the terms upon which the Designated Securities are,  and are to be, authenticated and delivered.  At any time and from time to time, the Issuer may redeem all or a part of the Designated Securities,  upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered  address of each Holder of Designated Securities or otherwise in accordance with the procedures of  the Depository, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the  Designated Securities redeemed and (2) the present value at such Redemption Date of (i) the  principal amount of such Designated Securities on the Redemption Date, plus (ii) all required interest  payments due on such Designated Securities through December 10, 2042, computed using a discount  rate equal to the Treasury Rate determined on the third Business Day preceding the date notice of  such optional redemption is to be given plus 25 basis points, plus, in each case, accrued and unpaid  interest, if any, to the Redemption Date, subject to the rights of Holders of Designated Securities on  the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date.  “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption  Date of United States Treasury securities with a constant maturity (as compiled and published in the  most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at  least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer  published, any publicly available source of similar market data)) most nearly equal to the period from  the Redemption Date to December 10, 2042; provided, however, that if the period from the  Redemption Date to December 10, 2042 is less than one year, the weekly average yield on actually  traded United States Treasury securities adjusted to a constant maturity of one year will be used.  If an Event of Default with respect to the Designated Securities shall occur and be continuing, principal  of, premium, if any, and accrued but unpaid interest on the Designated Securities may be declared  due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the  modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of  each series to be affected under the Indenture at any time by the Issuer and the Trustee with the  consent of the Holders of a majority in principal amount of the securities at the time Outstanding of  each series to be affected. The Indenture also contains provisions permitting the Holders of specified  percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of  the Holders of all Securities of such series, to waive compliance by the Issuer with certain provisions  of the Indenture and certain past defaults under the Indenture and their consequences. Any such  consent or waiver by the Holder of the Designated Securities represented by this Designated Security  





 






  A15805178  A-7  shall be conclusive and binding upon such Holder and upon all future Holders of the Designated  Securities represented by this Designated Security and of the Designated Securities represented by  any Designated Security issued upon the registration of transfer of the Designated Securities  represented by this Designated Security or in exchange thereof or in lieu thereof, whether or not  notation of such consent or waiver is made upon this Designated Security.  No reference herein to the Indenture and no provision of the Designated Securities or of the Indenture  shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the  principal of, premium, if any, and interest and, to the extent that payment of such interest shall be  legally enforceable, interest on any overdue principal or premium or any overdue interest, on the  Designated Securities at the rate or rates herein prescribed.  As provided in the Indenture, the Issuer shall cause to be kept at the Corporate Trust Office of the  Trustee a Register in which, subject to such reasonable regulations as it may prescribe, the Issuer  shall provide for the registration of Designated Securities and of transfers of Designated Securities.  No service charge shall be made for any such registration of transfer or exchange, but the Issuer may  require payment of a sum sufficient to cover any tax or other governmental charge that may be  imposed in connection with any registration of transfer or exchange, other than as set forth in the  Indenture.  Prior to due presentment of this Designated Security for registration of transfer of any Designated  Security represented hereby, the Issuer, the Trustee and any agent of the Issuer or the Trustee may  treat the Person in whose name this Designated Security is registered as the owner of this Designated  Security for the purpose of receiving payment of principal of and any premium and (subject to Section  3.8 of the Original Indenture) any interest on such Security and for all other purposes whatsoever,  whether or not this Designated Security be overdue, and neither the Issuer, the Trustee nor any agent  of the Issuer or the Trustee shall be affected by notice to the contrary.  THE INDENTURE AND THE DESIGNATED SECURITIES SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  All capitalized terms used herein which are not otherwise defined herein shall have the meanings  assigned to them in the Indenture.     





 






  A15805178  A-8  Schedule of Exchanges of Interests in the Global Security1  The initial outstanding principal amount of this Global Security is $_____________. The following  exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive  Security, or exchanges of a part of another Global or Definitive Security for an interest in this Global  Security, have been made:  Date of  Exchange  Amount of  decrease in  Principal  Amount  Amount of  increase in  Principal  Amount of this  Global Note  Principal  Amount of this  Global Note  following each  decrease or  increase  Signature of  authorized  signatory of  Trustee or  Custodian                                                                                1 This schedule should be included only if the Designated Security is issued in global form.  





 






  A15805178  B-1  Exhibit B  Form of Certificate of Transfer  c/o The Narragansett Electric Company  280 Melrose Street  Providence, Rhode Island 02907  Attention: Treasurer  The Bank of New York Mellon  Corporate Trust Services  One Canada Square  London E14 5AL  United Kingdom  Facsimile No.: +44 (0) 20-7964-2536  Attention: Corporate Trust Services  Re: 4.170% Senior Notes due 2042  Reference is hereby made to the Indenture, dated as of March 22, 2010, between The Narragansett  Electric Company and the Trustee, as supplemented by the Third Supplemental Indenture, dated as of  December 10, 2012, between The Narragansett Electric Company and the Trustee (the “Indenture”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.  ______________________ (the “Transferor”) owns and proposes to transfer the Designated  Securities or interests in such Designated Securities specified in Annex A hereto, in the principal  amount of $______________________ in such Designated Securities or interests (the “Transfer”), to  ______________________ (the “Transferee”), as further specified in Annex A hereto. In connection  with the Transfer, the Transferor hereby certifies that:  [CHECK ALL THAT APPLY]  1 ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global  Security or a Definitive Security pursuant to Rule 144A. The Transfer is being effected  pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933,  as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that  the beneficial interest or Definitive Security is being transferred to a Person that the Transferor  reasonably believes is purchasing the beneficial interest or Definitive Security for its own  account, or for one or more accounts with respect to which such Person exercises sole  investment discretion, and such Person and each such account is a “qualified institutional  buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A  and such Transfer is in compliance with any applicable blue sky securities laws of any state of  the United States.  2 ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S  Global Security or a Definitive Security pursuant to Regulation S. The Transfer is being  effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,  accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a  person in the United States and (x) at the time the buy order was originated, the Transferee was  





 






  A15805178  B-2  outside the United States or such Transferor and any Person acting on its behalf reasonably  believed and believes that the Transferee was outside the United States or (y) the transaction  was executed in, on or through the facilities of a designated offshore securities market and  neither such Transferor nor any Person acting on its behalf knows that the transaction was  prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in  contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the  Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration  requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the  expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the  account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the  proposed transfer in accordance with the terms of the Indenture, the transferred beneficial  interest or Definitive Security will be subject to the restrictions on Transfer enumerated in the  Indenture and the Securities Act.  3 ☐ Check and complete if Transferee will take delivery of a beneficial interest in the  Definitive Security pursuant to any provision of the Securities Act other than Rule 144A  or Regulation S. The Transfer is being effected in compliance with the transfer restrictions  applicable to beneficial interests in Restricted Global Securities and Restricted Definitive  Securities and pursuant to and in accordance with the Securities Act and any applicable blue  sky securities laws of any state of the United States, and accordingly the Transferor hereby  further certifies that (check one):  (a) [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 under  the Securities Act;  OR  (b) [ ] such Transfer is being effected to the Issuer or a subsidiary thereof;  OR  (c) [ ] such Transfer is being effected pursuant to an effective registration statement under  the Securities Act and in compliance with the prospectus delivery requirements of the  Securities Act.  4 ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted  Global Security or of an Unrestricted Definitive Security.  (a) ☐ Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected  pursuant to and in accordance with Rule 144 under the Securities Act and in compliance  with the transfer restrictions contained in the Indenture and any applicable blue sky  securities laws of any state of the United States and (ii) the restrictions on transfer  contained in the Indenture and the Private Placement Legend are not required in order  to maintain compliance with the Securities Act. Upon consummation of the proposed  Transfer in accordance with the terms of the Indenture, the transferred beneficial interest  or Definitive Security will no longer be subject to the restrictions on transfer enumerated  in the Private Placement Legend printed on the Restricted Global Securities, on  Restricted Definitive Securities and in the Indenture.  





 






  A15805178  B-3  (b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected  pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in  compliance with the transfer restrictions contained in the Indenture and any applicable  blue sky securities laws of any state of the United States and (ii) the restrictions on  transfer contained in the Indenture and the Private Placement Legend are not required  in order to maintain compliance with the Securities Act. Upon consummation of the  proposed Transfer in accordance with the terms of the Indenture, the transferred  beneficial interest or Definitive Security will no longer be subject to the restrictions on  transfer enumerated in the Private Placement Legend printed on the Restricted Global  Securities, on Restricted Definitive Securities and in the Indenture.  (c) ☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being  effected pursuant to and in compliance with an exemption from the registration  requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in  compliance with the transfer restrictions contained in the Indenture and any applicable  blue sky securities laws of any State of the United States and (ii) the restrictions on  transfer contained in the Indenture and the Private Placement Legend are not required  in order to maintain compliance with the Securities Act. Upon consummation of the  proposed Transfer in accordance with the terms of the Indenture, the transferred  beneficial interest or Definitive Security will not be subject to the restrictions on transfer  enumerated in the Private Placement Legend printed on the Restricted Global Securities  or Restricted Definitive Securities and in the Indenture.  This certificate and the statements contained herein are made for your benefit and the benefit of the  Issuer.    [Insert Name of Transferor]  By:     Name:   Title:  Dated: ___________________     





 






  A15805178  B-4  Annex A to Certificate of Transfer  1 The Transferor owns and proposes to transfer the following:  [CHECK ONE OF (a) OR (b)]  (a) ☐ a beneficial interest in the:  (i) ☐ 144A Global Security (CUSIP [_____________] [_____________]), or  (ii) ☐ Regulation S Global Security (CUSIP [___________] [____________]), or  (b) ☐ a Restricted Definitive Security.  2 After the Transfer the Transferee will hold:  [CHECK ONE]  (a) ☐ a beneficial interest in the:  (i) ☐ 144A Global Security (CUSIP [____________] [____________]), or  (ii) ☐ Regulation S Global Security (CUSIP [____________] [____________]),  or  (iii) ☐ Unrestricted Global Security (CUSIP [____________] [____________]);  or  (b) ☐ a Restricted Definitive Security; or  (c) ☐ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. 





 






  A15805178  C-1  Exhibit C  Form of Certificate of Exchange  c/o The Narragansett Electric Company  280 Melrose Street  Providence, Rhode Island 02907  Attention: Treasurer  The Bank of New York Mellon  Corporate Trust Services  One Canada Square  London E14 5AL  United Kingdom  Facsimile No.: +44 (0) 20-7964-2536  Attention: Corporate Trust Services  Re: 4.170% Senior Notes due 2042  Reference is hereby made to the Indenture, dated as of March 22, 2010, between The Narragansett  Electric Company and the Trustee, as supplemented by the Third Supplemental Indenture, dated as of  December 10, 2012, between The Narragansett Electric Company and the Trustee (the “Indenture”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.  _______________________ (the “Owner”) owns and proposes to exchange the Designated  Securities or interests in such Designated Securities specified herein, in the principal amount of  $_______________________ in such Designated Securities or interests (the “Exchange”). In  connection with the Exchange, the Owner hereby certifies that:  1 Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global  Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted  Global Security  (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security  to beneficial interest in an Unrestricted Global Security. In connection with the  Exchange of the Owner’s beneficial interest in a Restricted Global Security for a  beneficial interest in an Unrestricted Global Security in an equal principal amount, the  Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own  account without transfer, (ii) such Exchange has been effected in compliance with the  transfer restrictions applicable to the Global Security and pursuant to and in accordance  with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii)  the restrictions on transfer contained in the Indenture and the Private Placement Legend  are not required in order to maintain compliance with the Securities Act and (iv) the  beneficial interest in an Unrestricted Global Security is being acquired in compliance  with any applicable blue sky securities laws of any state of the United States.  (b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security  to Unrestricted Definitive Security. In connection with the Exchange of the Owner’s  beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security,  the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner’s  





 






  A15805178  C-2  own account without transfer, (ii) such Exchange has been effected in compliance with  the transfer restrictions applicable to the Restricted Global Securities and pursuant to  and in accordance with the Securities Act, (iii) the restrictions on transfer contained in  the Indenture and the Private Placement Legend are not required in order to maintain  compliance with the Securities Act and (iv) the Definitive Security is being acquired in  compliance with any applicable blue sky securities laws of any state of the United  States.  (c) ☐ Check if Exchange is from Restricted Definitive Security to beneficial interest  in an Unrestricted Global Security. In connection with the Owner’s Exchange of a  Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security,  the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s  own account without transfer, (ii) such Exchange has been effected in compliance with  the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and  in accordance with the Securities Act, (iii) the restrictions on transfer contained in the  Indenture and the Private Placement Legend are not required in order to maintain  compliance with the Securities Act and (iv) the beneficial interest is being acquired in  compliance with any applicable blue sky securities laws of any state of the United  States.  (d) ☐ Check if Exchange is from Restricted Definitive Security to Unrestricted  Definitive Security. In connection with the Owner’s Exchange of a Restricted Definitive  Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the  Unrestricted Definitive Security is being acquired for the Owner’s own account without  transfer, (ii) such Exchange has been effected in compliance with the transfer  restrictions applicable to Restricted Definitive Securities and pursuant to and in  accordance with the Securities Act, (iii) the restrictions on transfer contained in the  Indenture and the Private Placement Legend are not required in order to maintain  compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being  acquired in compliance with any applicable blue sky securities laws of any state of the  United States.  2 Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted Global  Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global  Securities  (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security  to Restricted Definitive Security. In connection with the Exchange of the Owner’s  beneficial interest in a Restricted Global Security for a Restricted Definitive Security with  an equal principal amount, the Owner hereby certifies that the Restricted Definitive  Security is being acquired for the Owner’s own account without transfer. Upon  consummation of the proposed Exchange in accordance with the terms of the Indenture,  the Restricted Definitive Security issued will continue to be subject to the restrictions on  transfer enumerated in the Private Placement Legend printed on the Restricted  Definitive Security and in the Indenture and the Securities Act.  (b) ☐ Check if Exchange is from Restricted Definitive Security to beneficial interest  in a Restricted Global Security. In connection with the Exchange of the Owner’s  





 






  A15805178  C-3  Restricted Definitive Security for a beneficial interest in the [CHECK ONE] ☐ 144A  Global Security ☐ Regulation S Global Security, with an equal principal amount, the  Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own  account without transfer and (ii) such Exchange has been effected in compliance with  the transfer restrictions applicable to the Restricted Global Securities and pursuant to  and in accordance with the Securities Act, and in compliance with any applicable blue  sky securities laws of any state of the United States. Upon consummation of the  proposed Exchange in accordance with the terms of the Indenture, the beneficial  interest issued will be subject to the restrictions on transfer enumerated in the Private  Placement Legend printed on the relevant Restricted Global Security and in the  Indenture and the Securities Act.     





 






  A15805178  C-4  This certificate and the statements contained herein are made for your benefit and the benefit of the  Issuer and are dated _______________________.  [Insert Name of Transferor]  By:     Name:   Title:  Dated: _________________