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Exhibit 4.1
This instrument was prepared by,
and when recorded should be
returned to:
Richard W. Astle
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
Supplemental Indenture
Dated as of December 1, 2006
Commonwealth Edison Company
to
BNY Midwest Trust Company
and
D.G. Donovan
Trustees Under Mortgage Dated July 1,
1923,
and Certain
Indentures Supplemental Thereto
Providing for Issuance of
FIRST MORTGAGE 5.40% BONDS, SERIES 105
Due December 15, 2011
This Supplemental Indenture, dated
as of December 1, 2006, between Commonwealth Edison Company, a
corporation organized and existing under the laws of the State of
Illinois (hereinafter called the " Company ") having an
address at 440 South LaSalle Street, Suite 3300, Chicago,
Illinois 60605, party of the first part, BNY Midwest Trust Company,
a trust company organized and existing under the laws of the State
of Illinois having an address at 2 North LaSalle Street,
Suite 1020, Chicago, Illinois 60602, and D.G. Donovan, an
individual having an address at 2 North LaSalle Street,
Suite 1020, Chicago, Illinois 60602, as Trustee and
Co-Trustee, respectively, under the Mortgage of the Company dated
July 1, 1923, as amended and supplemented by Supplemental
Indenture dated August 1, 1944 and the subsequent supplemental
indentures hereinafter mentioned, parties of the second part (said
Trustee being hereinafter called the " Trustee ", the
Trustee and said Co-Trustee being hereinafter together called the "
Trustees ", and said Mortgage dated July 1, 1923, as
amended and supplemented by said Supplemental Indenture dated
August 1, 1944 and subsequent supplemental indentures, being
hereinafter called the " Mortgage "),
WITNESSETH:
WHEREAS, the Company duly executed
and delivered the Mortgage to provide for the issue of, and to
secure, its bonds, issuable in series and without limit as to
principal amount except as provided in the Mortgage; and
WHEREAS, the Company from time to
time has executed and delivered supplemental indentures to the
Mortgage to provide for (i) the creation of additional series
of bonds secured by the Mortgage, (ii) the amendment of
certain of the terms and provisions of the Mortgage and
(iii) the confirmation of the lien of the Mortgage upon
property of the Company, such supplemental indentures that are
currently effective and the respective dates, parties thereto and
purposes thereof, being as follows:
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Supplemental
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Indenture Date
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Parties
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Providing For
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August 1, 1944
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Edmond B. Stofft, as Trustee and
Co-Trustee
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Amendment and restatement of Mortgage dated
July 1, 1923
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August 1, 1946
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Edmond B. Stofft, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 1, 1953
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Edmond B. Stofft, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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March 31, 1967
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Edward J. Friedrich, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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-2-
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Supplemental
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Indenture Date
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Parties
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Providing For
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April 1, 1967
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Edward J. Friedrich, as Trustee and
Co-Trustee
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Amendment of Sections 3.01, 3.02, 3.05 and
3.14 of the Mortgage and issuance of First Mortgage 5-3/8% Bonds,
Series Y
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February 28, 1969
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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May 29, 1970
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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June 1, 1971
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 1, 1972
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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May 31, 1972
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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June 15, 1973
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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May 31, 1974
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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June 13, 1975
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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May 28, 1976
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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June 3, 1977
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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May 17, 1978
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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August 31, 1978
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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-3-
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Supplemental
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Indenture Date
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Parties
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Providing For
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June 18, 1979
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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June 20, 1980
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 16, 1981
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 30, 1982
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 15, 1983
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 13, 1984
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 15, 1985
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Company to Continental Illinois National Bank and
Trust Company of Chicago and Donald W. Alfvin, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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April 15, 1986
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Company to Continental Illinois National Bank and
Trust Company of Chicago and M.J. Kruger, as Trustee and
Co-Trustee
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Confirmation of mortgage lien
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May 15, 1992
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Company to Continental Bank, National Association
and M.J. Kruger, as Trustee and Co-Trustee
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Issuance of First Mortgage 6-1/8% Bonds,
Series 82 and First Mortgage 8% Bonds,
Series 83
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April 15, 1993
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Company to Continental Bank, National Association
and M.J. Kruger, as Trustee and Co-Trustee
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Issuance of First Mortgage 7-5/8% Bonds,
Series 92
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June 15, 1993
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Company to Continental Bank, National Association
and M.J. Kruger, as Trustee and Co-Trustee
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Issuance of First Mortgage 7% Bonds,
Series 93 and First Mortgage 7-1/2% Bonds,
Series 94
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January 15, 1994
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Company to Continental Bank, National Association
and M.J. Kruger, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Pollution
Control Series 1994A, 1994B and 1994C
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March 1, 2002
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of unregistered First Mortgage 6.15%
Bonds, Series 98
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May 20, 2002
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Pollution
Control Series 2002
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-4-
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Supplemental
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Indenture Date
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Parties
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Providing For
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June 1, 2002
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of additional unregistered First
Mortgage 6.15% Bonds, Series 98
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October 7, 2002
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of registered First Mortgage 6.15%
Bonds, Series 98 in exchange for unregistered First Mortgage 6.15%
Bonds, Series 98
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January 13, 2003
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage 3.700% Bonds,
Series 99 and First Mortgage 5.875% Bonds,
Series 100
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March 14, 2003
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage 4.70% Bonds,
Series 101
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April 23, 2003
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Pollution
Control Series 2003
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August 13, 2003
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage 4.74% Bonds,
Series 102
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September 10, 2003
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Pollution
Control Series 2003B
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November 10, 2003
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Pollution
Control Series 2003C
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December 5, 2003
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Pollution
Control Series 2003D
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February 15, 2005
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Pollution
Control Series 2005
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February 1, 2006
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage Bonds, Bank
Series 2006
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February 22, 2006
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage 5.90% Bonds,
Series 103
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August 1, 2006
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of First Mortgage 5.95% Bonds,
Series 104
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September 15, 2006
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Company to BNY Midwest Trust Company and D.G.
Donovan, as Trustee and Co-Trustee
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Issuance of additional First Mortgage 5.95%
Bonds, Series 104
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WHEREAS, the
respective designations, maturity dates and stated principal
amounts of the bonds of each series presently outstanding under,
and secured by, the Mortgage and the several supplemental
indentures above referred to, are as follows:
-5-
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Designation
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Maturity Date
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Principal Amount
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First Mortgage 8% Bonds,
Series 83
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May 15, 2008
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$
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120,000,000
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First Mortgage 7-5/8% Bonds,
Series 92
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April 15, 2013
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125,000,000
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First Mortgage 7-1/2% Bonds,
Series 94
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July 1, 2013
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127,000,000
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First Mortgage 5.7% Bonds, Pollution Control
Series 1994B
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January 15, 2009
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15,900,000
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First Mortgage 5.85% Bonds, Pollution Control
Series 1994C
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January 15, 2014
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17,000,000
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First Mortgage 6.15% Bonds,
Series 98
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March 15, 2012
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450,000,000
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First Mortgage Bonds, Pollution Control
Series 2002
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April 15, 2013
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100,000,000
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First Mortgage 3.700% Bonds,
Series 99
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February 1, 2008
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295,000,000
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First Mortgage 5.875% Bonds,
Series 100
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February 1, 2033
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253,600,000
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First Mortgage 4.70% Bonds,
Series 101
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April 15, 2015
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260,000,000
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First Mortgage Bonds, Pollution Control
Series 2003
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May 15, 2017
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40,000,000
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First Mortgage 4.74% Bonds,
Series 102
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August 15, 2010
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212,000,000
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First Mortgage Bonds, Pollution Control
Series 2003B
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November 1, 2019
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42,200,000
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First Mortgage Bonds, Pollution Control
Series 2003C
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March 1, 2020
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50,000,000
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First Mortgage Bonds, Pollution Control
Series 2003D
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January 15, 2014
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19,975,000
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First Mortgage Bonds, Pollution Control
Series 2005
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March 1, 2017
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91,000,000
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First Mortgage Bonds, Bank
Series 2006
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February 20, 2009
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1,008,000,000
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First Mortgage 5.90% Bonds,
Series 103
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March 15, 2036
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325,000,000
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First Mortgage 5.95% Bonds,
Series 104
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August 15, 2016
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415,000,000
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Total
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$
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3,966,675,000
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WHEREAS, the
Mortgage provides for the issuance from time to time thereunder, in
series, of bonds of the Company for the purposes and subject to the
limitations therein specified; and
WHEREAS, the Company desires, by
this Supplemental Indenture, to create an additional series of
bonds to be issuable under the Mortgage, such bonds to be
designated "First Mortgage 5.40% Bonds, Series 105
(hereinafter called the " bonds of Series 105 ") and
the terms and provisions to be contained in the bonds of
Series 105 or to be otherwise applicable thereto to be as set
forth in this Supplemental Indenture; and
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WHEREAS, the bonds of
Series 105 and the Trustee’s certificate to be endorsed
thereon shall be substantially in the form of the General Form of
Registered Bond Without Coupons and the form of the General Form of
Trustee’s Certificate set forth in Section 3.05 of the
Supplemental Indenture dated August 1, 1944 to the Mortgage
with such appropriate insertions, omissions and variations in order
to express the designation, date, maturity date, annual interest
rate, record dates for, and dates of, payment of interest,
denominations, terms of redemption and redemption prices, and other
terms and characteristics authorized or permitted by the Mortgage
or not inconsistent therewith; and
WHEREAS, the Company is legally
empowered and has been duly authorized by the necessary corporate
action and by an order of the Illinois Commerce Commission to make,
execute and deliver this Supplemental Indenture, and to create, as
an additional series of bonds of the Company, the bonds of
Series 105, and all acts and things whatsoever necessary to
make this Supplemental Indenture, when executed and delivered by
the Company and the Trustees, a valid, binding and legal
instrument, and to make the bonds of Series 105, when
authenticated by the Trustee and issued as in the Mortgage and in
this Supplemental Indenture provided, the valid, binding and legal
obligations of the Company, entitled in all respects to the
security of the Mortgage, as amended and supplemented, have been
done and performed;
NOW, THEREFORE, in consideration
of the premises and of the sum of one dollar duly paid by the
Trustees to the Company, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:
SECTION 1. Designation and
Issuance of Bonds of Series 105 . The bonds o
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