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Commonwealth Edison

Filed: 5 May 21, 1:53pm

                            This Instrument Prepared By:                     

/s/ Christie D. Cannon
Christie D. Cannon
                            Delmarva Power & Light Company
                            Mailstop 92DC42
                            500 N. Wakefield Drive
                            Newark, DE 19702-5440








DELMARVA POWER & LIGHT COMPANY



TO



THE BANK OF NEW YORK MELLON,
Trustee.







ONE HUNDRED AND TWENTY-EIGHTH SUPPLEMENTAL
INDENTURE







Dated as of January 1, 2021
(but executed on the dates shown on the execution page)






1



    This ONE HUNDRED AND TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of the first day of January, 2021 (but executed on the dates hereinafter shown), made and entered into by and between DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia, hereinafter called the Company and THE BANK OF NEW YORK MELLON, a New York banking corporation, hereinafter called the Trustee;

    WITNESSETH:

    WHEREAS, the Company heretofore executed and delivered its Indenture of Mortgage and Deed of Trust (hereinafter in this One Hundred and Twenty-Eighth Supplemental Indenture called the “Original Indenture”), dated as of October 1, 1943, to The New York Trust Company, a corporation of the State of New York, as Trustee, to which The Bank of New York Mellon is successor Trustee, to secure the First Mortgage Bonds of the Company, unlimited in aggregate principal amount and issuable in series, from time to time, in the manner and subject to the conditions set forth in the Original Indenture granted and conveyed unto the Trustee, upon the trusts, uses and purposes specifically therein set forth, certain real estate, franchises and other property therein described, including property acquired after the date thereof, except as therein otherwise provided; and

    WHEREAS, the Original Indenture has been supplemented by one hundred and twenty-six supplemental indentures specifically subjecting to the lien of the Original Indenture as though included in the granting clause thereof certain property in said supplemental indentures specifically described and amending and modifying the provisions of the Original Indenture (the Original Indenture, as amended, modified and supplemented by all of the indentures supplemental thereto, including this One Hundred and Twenty-Eighth Supplemental Indenture, is hereinafter in this One Hundred and Twenty-Eighth Supplemental Indenture called the “Indenture”); and

    WHEREAS, the execution and delivery of this One Hundred and Twenty-Eighth Supplemental Indenture has been duly authorized by Unanimous Written Consent of the Board of Directors of the Company, and all conditions and requirements necessary to make this One Hundred and Twenty-Eighth Supplemental Indenture a valid, binding and legal instrument in accordance with its terms, for the purposes herein expressed, and the execution and delivery hereof, have been in all respects duly authorized; and

    WHEREAS, it is provided in and by the Original Indenture, inter alia, as follows:

    “IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any hereinbefore or hereinafter expressly excepted) shall (subject to the provisions of Section 9.01 hereof and to the extent permitted by law) be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby;”

and

    WHEREAS, the Company has acquired certain other property, real, personal and mixed, which heretofore has not been specifically conveyed to the Trustee;

    NOW, THEREFORE, this ONE HUNDRED AND TWENTY-EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH that for and in consideration of the premises and in pursuance of the provisions of the Indenture, the Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and granted a security interest therein, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm, and grant a security interest therein, subject to the provisions of the Indenture, unto the Trustee and to its successors in the trust in the Indenture created, to its and their assigns forever, all the following described properties of the Company, and does confirm that the Company will not cause or consent to a partition, either voluntary or through legal proceedings, of property, whether herein described or heretofore or hereafter acquired, in which its ownership shall be as tenants in common, except as permitted by, and in conformity with, the provisions of the Indenture and particularly of Article IX thereof:
2




MARYLAND
Worcester County

Property NameInstrument DateDeed RecordsTax Map No.
LiberFolio
Ocean City Substation
Purchase of 0.1148 acres of land located 105 St Louis Ave, Ocean City, MD 21842
12/10/202078750001
Tax Map 0110
Parcel 3953


Together with all other property, real, personal and mixed, tangible and intangible (except such property as in said Indenture expressly excepted from the lien and operation thereof), acquired by the Company on or prior to December 31, 2020, and not heretofore specifically subjected to the lien of the Indenture.

    Also without limitation of the generality of the foregoing, the easements and rights-of-way and other rights in or relating to real estate or the occupancy of the same owned by the Company, and whether used or not used in connection with the Company’s operations, which are conveyed to the Company and recorded in the following Real Property Deed Records to which reference is made for a more particular description, to wit:

DELAWARE
Kent County

Instrument DateDeed RecordsTax ID No.
Instrument No.
06/06/189966477-00-11100-01-3800-00001
03/19/1999682324-00-04700-01-4100-00001
11/12/1999682363-12-01108-01-1300-00001
01/27/20105683297-20-09406-04-4100
04/02/20105683177-00-11200-01-0600-00001
06/01/20102611308-00-12800-01-4000-000
09/10/20105683257-02-08520-01-1000-00001
09/24/20105683217-00-10400-01--4206-00001
09/28/20105683137-00-10400-01--4205-00001
11/20/202020-4028133-00-04600-02-2900-00001


3



DELAWARE
New Castle County

Instrument DateDeed RecordsTax ID No.
09/25/1820200427-003273718-036.00-001
03/15/1920200427-003273610-049.00-073
05/13/1920200424-003238412-027.00-112
07/02/1920200629-005291907-028.40-008
07/02/1920200629-005292007-028.40-033
07/24/1920200629-005291807-028.40-007
10/25/1920200110-000286826-043.40-203
10/25/1920200110-000286926-043.40-051
10/28/19202-00129-000831814-014.00-045
10/30/1920200424-003238218-013.00-106
11/04/1920200129-000822011-031.00-100
11/19/1920200424-003238310-014.00-002
12/06/1920200114-000366707-026.00-184
12/19/1920200109-000268313-019.00-025 & others
12/19/1920200109-000268411-030.20-002 & others
12/20/19202-00221-000453714-022.00-014
12/31/1920200122-000605913-017.00-148
12/31/1920200133-000606013-017.00-147
01/15/2020200414-002906526-043.10-276
01/15/2020200414-002906626-043.10-272
01/23/20202-00221-000453811-043.00-078
01/23/2020201228-011862207-032.10-131
01/23/2020201228-011862307-032.10-133
01/30/20202-00221-000453912-013.00-007
02/06/2020200629-005288810-033.30-026
02/21/2020200629-005291706-098.00-006
03/04/2020200313-002102810-010.20-165
03/18/2020200424-003238507-042.20-661, 660, 099, 663
03/23/2020200424-003238610-020.10-270
03/23/2020200914-007882826-014.10-002
03/31/2020200629-005288626-012.10-008, 013 to 017
03/31/2020200629-005288718-013.00-198
05/07/2020200611-004741109-018.00-045
05/22/2020200914-007882907-023.00-002
06/08/2020200708-00562306-136.00-030
06/23/2020200914-007883108-048.00-005
07/23/2020201015-009059513-012.00-139
07/23/2020201015-009059613-012.00-140
07/28/2020200914-007883007-042.10-143
08/13/2020200921-008171607-026.00-182
08/31/2020201228-011862416-004.00-682
08/31/2020201228-011862516-004.00-690
4



Instrument DateDeed RecordsTax ID No.
09/16/2020201026-009509507-037.20-235
10/06/2020201105-009940810-048.00-001, 002, 003
10/15/2020201228-011862611-028.00-026
12/14/2020210121-000876309-029.00-012

DELAWARE
Sussex County

Instrument DateDeed RecordsTax ID No.
BookPage
11/06/145216267334-10.00-30.26 &30.27
04/17/1752179233-5.00-117.00
10/23/1952101134-17.00-12.00
02/02/20521042334-5.00-168.14
02/14/20521795234-21.00-138.00
03/10/205228248334-23.06-10.00
03/11/205228252334-23.06-12.00
05/01/205233190533-18.00-66.01
05/19/205251112532-11.00-74.00, 74.01, 74.02
05/19/20525163532-11.00-74.03
05/20/205246175533-18.00-87.06
05/20/205246173533-18.00-86.00
05/20/205246166533-18.00-87.01
05/21/205246179532-13.00-79.08
08/21/205312196335-8.00-25.00
08/27/205307221134-10.00-62.13
09/26/20534574134-12.00-1026.00
10/16/205346204134-12.00-333.00
10/16/205346201134-12.00-334.00
10/19/205346207532-6.00-67.01
10/26/205384145334-19.00-170.03
12/15/205384141832-13.00-78.00

MARYLAND
Caroline County

Instrument DateDeed RecordsTax Parcel
BookPage
02/21/2014143090168
08/17/2014393572012
09/08/2014393552012

5



MARYLAND
Cecil County

Instrument DateDeed RecordsMapParcel
BookPage
11/15/19454231400670017
01/03/204532700310423
01/08/20453531900250453
01/16/20454149403042116
01/23/20454834303021140
02/13/2045629500020027
02/21/20456939800340012
02/22/2045629806950013
03/06/20456940500380386
03/07/20456940200370597
03/09/20456624700360366
03/18/2045791600130002
04/20/20459248503180463
05/08/20461035300620017
05/14/20461723300190531
06/26/20463343900320485
07/02/20464221400310231
07/08/20467848200310623
07/22/20465823008000682
07/25/20465111900350654
07/28/20465822600250801
07/29/204678485062C0106
09/14/204698464031B0536
09/21/204698468025H0493
09/25/20470622100300018
09/25/20470622400300085
09/28/20470622700180381
10/14/20473015600360550
11/16/20474932200310667
11/16/2047561600310666

6



MARYLAND
Dorchester County

Instrument DateDeed RecordsMapParcel
LiberFolio
12/18/19155720103053780
01/06/20155617100340001
01/23/20156217200300282
02/05/2015629803053946
02/06/20157440700220120
02/28/20157022300350165
03/16/2015717200180040
07/26/20159013105000011
09/17/2015983000300002
10/16/20160940100170073
11/04/20161340300300250
11/20/20161339903014487
03/02/201375039900280256

MARYLAND
Harford County

Instrument DateDeed RecordsMapParcel
LiberFolio
03/02/201375039900280256

MARYLAND
Kent County

Instrument DateDeed RecordsMapParcel
LiberFolio
02/07/20104529500440115
02/21/20104717402031195
06/29/20108624001001575

MARYLAND
Queen Anne’s County

Instrument DateDeed RecordsMapParcel
LiberFolio
07/13/20340328300520012
10/29/20354010500540025

7



MARYLAND
Talbot County

Instrument DateDeed RecordsMapParcel
LiberFolio
01/07/20268236200470087 & 0124
01/21/20267645200550028
02/24/2026875000520032
02/24/2026874600590009
05/14/20270649700330031 & 0106
07/13/2011124400280324
09/01/201104248015F0110
09/01/201104252072B0297
09/01/20110425600320196

MARYLAND
Wicomico County

Instrument DateDeed RecordsMapParcelLot
LiberFolio
07/20/1946699100590032
01/24/20458734001041353
01/30/2045938400390421
02/05/20459549300310450
03/19/2046168000200153 & 0215
04/28/2046329701071066
04/30/20465481010418114 & 5
05/26/20464022800380001
06/01/2046561011A01211, 2, 3, 4
06/03/204656500630064
06/23/20465814000420044
08/19/204693200410087
11/17/20474947700300271
11/17/204749483003000691A
11/30/20475843002000052
12/21/201117103001728


8



MARYLAND
Worcester County

Instrument DateDeed RecordsMapParcelLot
LiberFolio
12/14/19758218801159962F - 47
01/24/2075996200200190
03/19/20764249600090146
05/05/20776814000930052
06/22/207768136001901235
08/26/207799108002001082
08/26/207799112002001083
08/26/207799116002001084
09/08/20779910400260392
09/29/2078928500260258
10/09/2078927601000116
10/09/2078929300490114
10/09/20789729400630140
10/09/20789730300630140
10/29/2078928100100153
10/31/2078928900790215
11/11/20790945504010717
11/12/20789729901137975
11/30/207909168000900673


    The following is a schedule of bonds issued under the Eighty-Eighth Supplemental Indenture and Credit Line Deed of Trust, effective as of October 1, 1994, that can be designated as First Mortgage Bonds, Series I, which may also be designated as Secured Medium Term Notes, Series I; and First Mortgage Bonds, Pledged Series I.

First Mortgage Bonds, Series I/Secured Medium Term Notes, Series I
Issuance Date    
TrancheMaturityPrincipal
06/19/957.71% Bonds     06/01/25$100,000,000
06/19/956.95% Amortizing Bonds06/01/08$25,800,000
11/25/086.40% Bonds12/01/13$250,000,000
First Mortgage Bonds, Pledged Series I
Issuance Date    
TrancheMaturityPrincipal
10/12/94199410/01/29$33,750,000
Total Bonds Issued:$409,550,000



9



    As supplemented and amended by this One Hundred and Twenty-Eighth Supplemental Indenture, the Original Indenture and all indentures supplemental thereto are in all respects ratified and confirmed and the Original Indenture and the aforesaid supplemental indentures and this One Hundred and Twenty-Eighth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

    This One Hundred and Twenty-Eighth Supplemental Indenture shall be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

    The recitals of fact contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.

    The debtor and its mailing address are Delmarva Power & Light Company, Mailstop 92DC42, 500 N. Wakefield Drive, Newark, Delaware 19702-5440. The secured party and its address, from which information concerning the security interest hereunder may be obtained, is The Bank of New York Mellon, 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262, Attn: Corporate Trust Administration.

    The Company acknowledges that it received a true and correct copy of this One Hundred and Twenty-Eighth Supplemental Indenture.

    This One Hundred and Twenty-Eighth Supplemental Indenture is executed and delivered pursuant to the provisions of Section 5.11 and paragraph (a) of Section 17.01 of the Indenture for the purpose of conveying, transferring and assigning to the Trustee and of subjecting to the lien of the Indenture with the same force and effect as though included in the granting clause thereof the above described property so acquired by the Company on or prior to the date of execution, and not heretofore specifically subject to the lien of the Indenture; but nothing contained in this One Hundred and Twenty-Eighth Supplemental Indenture shall be deemed in any manner to affect (except for such purposes) or to impair the provisions, terms and conditions of the Original Indenture, or of any indenture supplemental thereto and the provisions, terms and conditions thereof are hereby expressly confirmed.

[Signatures on following pages]

10



IN WITNESS WHEREOF, each of the Company and the Trustee has caused this instrument to be signed in its name and behalf by an Authorized Officer, effective as of the 1st day of January, 2021.


                DELMARVA POWER & LIGHT COMPANY



Date of Execution            By    /s/ Brian J. Buck            
March 29, 2021                Brian J. Buck
Authorized Officer



DISTRICT OF COLUMBIA    ) SS


    BE IT REMEMBERED that as of the 29th day of March, 2021, personally came before me, a notary public for the District of Columbia, Brian J. Buck, Authorized Officer of DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia (the “Company”), party to the foregoing instrument, known to me personally to be such, and acknowledged the instrument to be his own act and deed and the act and deed of the Company; that his signature is in his own proper handwriting; and that his act of signing, executing and delivering such instrument was duly authorized by resolution of the Board of Directors of the Company.

    GIVEN under my hand and official seal the day and year aforesaid.



                /s/ Dorothy Bonds                    
                Notary Public, District of Columbia
                My commission expires 10/14/2021.

11




                THE BANK OF NEW YORK MELLON,
                    as Trustee



Date of Execution            By    /s/ Rita Duggan            
March 17, 2021                Rita Duggan
Vice President





STATE OF NEW YORK        )
    ) SS.
COUNTY OF NEW YORK    )


    BE IT REMEMBERED that as of the 17th day of March, 2021, personally came before me, a Notary Public for the State of New York, Rita Duggan, Vice President of THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Trustee”), party to the foregoing instrument, known to me personally to be such, and acknowledged the instrument to be [his/her/their] own act and deed and the act and deed of the Trustee; that [his/her/their] signature is [his/her/their] own proper handwriting; and that his act of signing, executing and delivering said instrument was duly authorized by resolution of the Board of Directors of the Trustee.

    GIVEN under my hand and official seal the day and year aforesaid.



                /s/ Rafal Bar                    
                Rafal Bar
                Notary Public, State of New York
                No. 01BA6293822
                Qualified Kings County
                Commission Expires January 31, 2022



12



CERTIFICATE OF RESIDENCE


    THE BANK OF NEW YORK MELLON, successor Trustee to the Trustee within named, hereby certifies that it has a residence at 240 Greenwich Street, in the Borough of Manhattan, in The City of New York, in the State of New York.


                THE BANK OF NEW YORK MELLON



                    By    /s/ Rita Duggan        
                        Rita Duggan
Vice President




13



Certification

    This document was prepared under the supervision of an attorney admitted to practice before the Court of Appeals of Maryland, or by or on behalf of one of the parties named in the within instrument.




                    /s/ Christie D. Cannon                
                    Christie D. Cannon
14