DMFIRM #404983315 v6 SIXTH SUPPLEMENTAL INDENTURE THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of February 1, 2023 (this “Supplemental Indenture”), is between EXELON CORPORATION, a Pennsylvania corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”). WITNESSETH WHEREAS, pursuant to the Indenture, dated as of June 11, 2015, between the
Company and the Trustee as amended by the First Supplemental Indenture, dated as of June 11, 2015, the Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental Indenture, dated as of April 7, 2016, the Fourth Supplemental Indenture, dated as of April 1, 2020, and the Fifth Supplemental Indenture,
dated as of March 7, 2022 (the “Base Indenture” and, together with and as supplemented by this Supplemental Indenture, the “Indenture”), the Company may from time to time issue and sell Securities (as defined in the Base Indenture) in one or more series and, pursuant to Section 2.3 of the Base Indenture, the
Company may establish the form or terms of Securities of any series issued thereunder through one or more supplemental indentures pursuant to Section 2.4 of the Base Indenture; WHEREAS, the Company desires by this Supplemental Indenture to create and authorize three new series of Securities entitled as follows: (i) “5.150% Notes due 2028” (the “2028 Notes”), limited initially to $1,000,000,000 in aggregate principal amount, (ii) “5.300% Notes due 2033” (the “2033 Notes”), limited initially to $850,000,000 in aggregate principal amount, and (iii) “5.600% Notes due 2053” (the
“2053 Notes”), limited initially to $650,000,000 in aggregate principal amount (the 2053 Notes, collectively with the 2028 Notes and 2033 Notes, the “Notes”), and to provide the terms and conditions of the Notes and upon which the Notes are to be executed, registered, authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Supplemental Indenture; WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the 2028 Notes, the 2033 Notes, and the 2053 Notes each as a series of Securities under the Base
Indenture and to provide for, among other things, the issuance and form of each series of Notes and the terms, provisions and conditions thereof; WHEREAS, the 2028 Notes, the 2033 Notes, and the 2053 Notes are three series of Securities and are being issued under the Base Indenture and are subject to the terms contained therein and herein; WHEREAS, the 2028 Notes, the 2033 Notes, and the 2053 Notes are to be substantially in the forms attached hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively; and WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by or on behalf of the Trustee as provided in the Base Indenture
and this Supplemental Indenture, the valid, binding and legal obligations of the Company, and to make this Supplemental Indenture a legal, binding and enforceable agreement, have been done and performed.
2 DMFIRM #404983315 v6 NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes are executed, registered, authenticated, issued and delivered, and in consideration of the foregoing premises and the purchase of such Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the Holders from time to time of the Notes, as follows: Section 1. Definitions. For all purposes of this Supplemental Indenture, the following terms will have the respective meanings set forth in this Section 1. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings
given such terms in the Base Indenture. (a) “Definitive Notes” means certificated Notes. (b) “DTC” means The Depository Trust Company, a New York corporation. (c) “Electronic Signature” means any electronic signature covered by the Electronic Signatures in Global and National Commerce Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law (e.g., www.docusign.com). (d) “Registrar” means the office or agency with respect to the Notes, where the Notes may be presented for registration of transfer or exchange. Section 2. Creation and Authorization of Series. (a) There is hereby created and authorized the following three new series of Securities to be offered and issued
under the Base Indenture, to be designated as the: (i) “5.150% Notes due 2028” (ii) “5.300% Notes due 2033”; and (iii) “5.600% Notes due 2053”. (b) The 2028 Notes shall be limited initially to $1,000,000,000 in aggregate principal amount, the 2033 Notes shall be limited initially to $850,000,000 in aggregate principal amount, and the 2053 Notes shall be limited initially to $650,000,000 in aggregate principal amount. Notwithstanding the foregoing initial aggregate principal amounts, the Company may, from time to time and without consent of any Holders of the Notes, re-open any series of Notes on terms identical in all respects to the outstanding Notes of such series (except for the date of issuance, the date interest begins to accrue and, in certain circumstances,
the first interest payment date), so that such additional notes shall be consolidated with, form a single series with and increase the aggregate principal amount of the Notes of such series; provided, that the additional notes shall have a separate CUSIP number unless: (i) the additional notes and the outstanding Notes of the original series are treated as part of the same “issue” of debt instruments for U.S. federal income tax purposes, (ii) the additional notes are issued pursuant to a “qualified reopening” of the outstanding Notes of the original series for U.S. federal income tax purposes or (iii) the additional notes are, and the outstanding Notes of the original series were, issued without or with less than a de minimis amount of original issue discount for U.S. federal income tax purposes. Such additional notes shall have the same terms as to ranking, redemption, guarantees,
3 DMFIRM #404983315 v6 waivers, amendments or otherwise, as the applicable series of Notes, and will vote together as one class on all matters with respect to such series of Notes. (c) The form of security for the 2028 Notes is Exhibit A-1, the form of security for the 2033 Notes is Exhibit A-2, and the form of security for the 2053 Notes is Exhibit A-3. (d) The date on which the principal is payable on each series of the Notes, unless accelerated pursuant to the terms of the Indenture, shall be as provided in the applicable form of security attached hereto as Exhibit A-1, Exhibit A-2, or Exhibit A-3. (e) The Notes of each series shall bear interest as provided in the applicable form of security attached hereto as Exhibit A-1, Exhibit A-2, or Exhibit A-3. The Interest Payment Dates, and the Regular Record Dates for the determination of Holders
of the Notes to whom such interest is payable, for each series, shall be as provided in the applicable form of security attached hereto as Exhibit A-1, Exhibit A-2, or Exhibit A-3. (f) The Notes will be the Company’s direct unsecured general obligations and will rank equally with all of its existing and future unsecured and unsubordinated debt, will be senior in right of payment to all of its existing and future subordinated debt and will be junior to any of its future secured debt to the extent of the value of the collateral securing such secured debt. (g) The Notes will be issued only in fully registered form, without coupons, in denominations provided herein and in the applicable forms of security attached hereto as Exhibit A-1, Exhibit A-2, or Exhibit A-3. (h) The Notes shall be subject to the Events of Default provided in Section 5.1 of the Base Indenture. For
purposes of the Notes (but not other Securities, unless provided by the terms thereof), an “Event of Default” shall also include: the Company’s failure to pay principal at maturity or acceleration following a default in an aggregate amount of $100 million or more with respect to any Indebtedness (as defined below) of the Company (not including Indebtedness of the Company’s Subsidiaries), or the acceleration of any of the Company’s Indebtedness in an aggregate amount of $100 million or more, which default is not cured, waived
or postponed pursuant to an agreement with the holders of the Indebtedness within 30 days after written notice, or the acceleration is not rescinded or annulled within 30 days after written notice. As used above, “Indebtedness” means all obligations for borrowed money. (i) The discharge, defeasance and covenant defeasance provisions that will apply to the Notes shall be as provided in the Base Indenture. (j) The Notes of each series shall be issued in the form of one or more Registered Global Securities substantially in the applicable form of security attached hereto as Exhibit A-1, Exhibit A-2, or Exhibit A-3. The Company initially appoints The Depository Trust
4 DMFIRM #404983315 v6 Company to act as Depository with respect to the Notes of each series. Additional provisions applicable to the Notes issued in the form of a Registered Global Security are set forth in the applicable form of security attached hereto as Exhibit A-1, Exhibit A-2, or Exhibit A-3. (k) The Notes shall be issuable only in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. (l) The Trustee will initially act as the Paying Agent with respect to the Notes. The office of the Paying Agent will be located at 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602. (m) Notwithstanding Sections 2.5 and 2.6 of the Base
Indenture, the Notes of each series may be executed by the Company and authenticated by the Trustee by manual signature, facsimile signature, or Electronic Signature. (n) Except as otherwise set forth herein and in the Notes, the terms of the Notes shall be as set forth in the Base Indenture, including those made part of the Base Indenture by reference to the Trust Indenture Act. Section 3. Optional Redemption. The Company shall have the
right to redeem the Notes, in whole or in part, at its option, as follows: the 2028 Notes may be redeemed at any time prior to February 15, 2028, the 2033 Notes may be redeemed at any time prior to December 15, 2032 and the 2053 Notes may be redeemed at any time prior to September 15, 2052 (in each case with respect to the applicable series of Notes, the “Par Call Date”), upon at least 10 days’ but no more than 60 days’ notice, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the redemption date) to February
15, 2028, in the case of the 2028 Notes, December 15, 2032, in the case of the 2033 Notes, or September 15, 2052, in the case of the 2053 Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30- day months) at the Treasury Rate (as defined below) plus 20 basis points in the case of the 2028 Notes, plus 25 basis points in the case of the 2033 Notes and plus 30 basis points in the case of the 2053 Notes, less (b) interest accrued to the redemption date; plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the date of redemption. On or after the applicable Par Call Date, the Company shall have the right to redeem the Notes, in whole or in part, at its option, at a redemption price equal to 100% of the principal amount
of the Notes being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption. “Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
5 DMFIRM #404983315 v6 The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the
Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with
a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of the principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. In the case of a partial redemption, selection of Definitive Notes for redemption will be made by lot by the Trustee. No Notes of a principal amount of $2,000 or less will be redeemed
6 DMFIRM #404983315 v6 in part. If any Notes are to be redeemed in part only, the notice of redemption that relates to such Notes will state the portion of the principal amount of the Notes to be redeemed. A new Definitive Note in a principal amount equal to the unredeemed portion of a Definitive Note will be issued in the name of the Holder of such Definitive Note upon surrender for cancellation of the original Definitive Note. For so long as the Notes are held by DTC (or another Depository), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depository. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption. Any optional redemption may be conditioned upon the consummation
of one or more other transactions, including any debt or equity issuance by the Company or any of its parent companies or Subsidiaries. The Trustee shall not have responsibility for calculating any redemption price. Redemption of the Notes of one series may be made without the redemption the Notes of any other series. Section 4. Effect of Supplemental Indenture. This Supplemental Indenture is a supplemental indenture within the meaning of the Base Indenture.
The provisions of this Supplemental Indenture are intended to supplement those of the Base Indenture as in effect immediately prior to the execution and delivery hereof. The Base Indenture shall remain in full force and effect except to the extent that the provisions of the Base Indenture are expressly modified by the terms of this Supplemental Indenture. The Base Indenture, as supplemented and amended by this Supplemental Indenture,
is in all respects ratified, confirmed and approved and, with respect to the Notes, the Base Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Notwithstanding any other provision of the Base Indenture or this Supplemental Indenture to the contrary, to the extent any provisions of this Supplemental Indenture or any Note issued hereunder shall conflict with any provision of the Base Indenture,
the provisions of this Supplemental Indenture (including the terms and conditions of the series of Notes set forth in Section 2 hereof) shall govern. Section 5. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereunder, except to the extent that the law of any other jurisdiction shall be mandatorily applicable. Section 6. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE
OR THE TRANSACTION CONTEMPLATED HEREBY.
7 DMFIRM #404983315 v6 Section 7. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of the Notes of any series, it shall not be accountable for the Company’s use of the proceeds from the Notes of any series or any money paid to the Company or upon the Company’s direction under any provision of the Indenture or the Notes, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement
in the Notes of any series or any other document in connection with the sale of the Notes of any series or pursuant to this Supplemental Indenture other than its certificate of authentication. Section 8. Amendments and Supplements. Except as provided below, this Supplemental Indenture and the terms of the Notes shall be modified only as provided in Article VIII of the Base Indenture. Section 9. Trust Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with the duties imposed by the Trust Indenture
Act § 318(c), the imposed duties shall control. Section 10. Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by telecopier, facsimile, Electronic Signature, or other electronic transmission (i.e. a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, Electronic Signature, or PDF transmission shall constitute effective execution
and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. [The remainder of this page is left blank intentionally]
[Signature page to Sixth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written. EXELON CORPORATION By: Name: Ryan Brown Title: Vice President and Treasurer
Michele R. Shrum
DMFIRM #404983315 v6 Exhibit A-1 [Face of Security] [THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITORY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS REGISTERED GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.]1 EXELON CORPORATION Certificate No. [●] $[500,000,000] 5.150% NOTES DUE 2028 CUSIP No. 30161NBJ9 ISIN No. US30161NBJ90 Exelon Corporation, a Pennsylvania corporation (the “Company”),
for value received, hereby promises to pay to [CEDE & CO.]2, as nominee for The Depository Trust Company, or its registered assigns, the principal sum of [Five Hundred Million] Dollars ($[500,000,000]) [or such greater or lesser amount as is indicated on the Schedule of Adjustments attached hereto]3 on 1 Insert in Global Notes only. 2 Insert in Global Notes only. 3 Insert in Global Notes only.
DMFIRM #404983315 v6 March 15, 2028, and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: March 15 and September 15 of each year, with the first payment to be made on September 15, 2023. Regular Record Dates: March 14 and September 14 (or if not a Business Day, the immediately preceding Business Day). The provisions on the back of this certificate are incorporated as if set forth on the face hereof.
[Signature page to 2028 Note] IN WITNESS WHEREOF, EXELON CORPORATION has caused this instrument to be duly signed. EXELON CORPORATION By: Name: Ryan Brown Title: Vice President and Treasurer
[Signature page to 2028 Note] TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee By: _________________________________ Authorized Signatory Dated: February 21, 2023
DMFIRM #404983315 v6 [Reverse of Security] EXELON CORPORATION 5.150% NOTES DUE 2028 1. Interest. Exelon Corporation, a Pennsylvania corporation (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Security at the rate per annum shown above. The Company shall pay interest, payable semi-annually in arrears, on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, with the first payment to be made on September 15, 2023. Interest on the Securities shall accrue from and include the date that the Securities are issued to and excluding the date of maturity or redemption. Interest shall be computed on the basis of a 360- day year of twelve 30-day months. 2. Maturity. The Securities will mature
on March 15, 2028 (the “Maturity Date”). 3. Method of Payment. Except as provided in the Indenture (as defined below), the Company shall pay interest on the Securities on the applicable Interest Payment Dates, as set forth on the face of this security, to the persons who are Holders of record of Securities at the close of business on the immediately preceding Regular Record Date, as set forth on the face of this Security. Holders must surrender Securities to a Paying Agent to collect the principal amount. The Company shall pay, in money of the United States that at the time of payment is legal tender for payment of public and private debts, all
amounts due in cash with respect to the Securities, which amounts shall be paid by wire transfer of immediately available funds to the account designated by the Depository for the Securities or its nominee. 4. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), shall act as Paying Agent. The Company initially appoints the Trustee as the Registrar. The Company may change any Paying Agent or Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity. 5. Indenture.
The Company issued the Securities under the Indenture, dated as of June 11, 2015 as amended by the First Supplemental Indenture, dated as of June 11, 2015, the Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental Indenture, dated as of April 7, 2016, the Fourth Supplemental Indenture,
dated as of April 1, 2020, and the Fifth Supplemental Indenture, dated as of March 7, 2022 (the “Base Indenture”), among the Company and the Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of February 1, 2023 (the “Sixth Supplemental Indenture” and, together with the Base Indenture,
as supplemented, the “Indenture”), among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended and in effect from time to time (the “Trust Indenture Act”). The Securities are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder. Subject to
DMFIRM #404983315 v6 the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue additional Securities of the same series under the Indenture. All Securities of the same series, including any such additional Securities, shall be treated as a single class of securities under the Indenture. Terms used herein without definition and that are defined in the Indenture have the meanings assigned to them in the Indenture. 6.
Redemption. The Securities may be redeemed at the option of the Company as set forth in Section 3 of the Sixth Supplemental Indenture. 7. Denominations, Transfer, Exchange. The Securities are in registered form in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The provisions of Section 2.8 of the Base Indenture (Registration, Transfer and Exchange) shall apply to the Securities. 8. Persons Deemed Owners. The registered Holder of a Security shall be treated as the owner of such Security for all purposes. 9. Amendments, Supplements and Waivers. The Indenture and the Securities
may be amended or supplemented as provided in the Indenture. 10. Defaults and Remedies. If an Event of Default with respect to the Securities shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that no Holder of any Security of any series may enforce any remedy with respect to such series under the Indenture unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default, (b) the Holders of not less than 33% in aggregate principal amount
of the Securities of such series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding, and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.9 of the Base Indenture; provided, however, that such provision shall not prevent the Holder hereof from enforcing payment of the principal of or interest on this Security. 11. Discharge and Defeasance. The Indenture
contains provisions for discharge and for the defeasance of the entire indebtedness of this Security and certain restrictive covenants upon compliance by the Company with certain conditions set forth therein. 12. Trustee Dealings with the Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee. 13. No Recourse Against Others. A director, officer, employee, incorporator or stockholder of the
Company, as such, shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of, or by
DMFIRM #404983315 v6 reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities. 14. Authentication. This Security shall not be valid until authenticated by the manual signature, facsimile signature, or Electronic Signature of the Trustee or an authenticating agent in accordance with the Indenture. 15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act). 16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Securities and the Trustee and the Company may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 17. Governing Law. This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereunder, except to the extent that the law of any other
jurisdiction shall be mandatorily applicable. 18. Waiver of Jury Trial. EACH OF THE COMPANY, EACH HOLDER, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY, THE INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE
TO THE REGISTERED OFFICE OF THE COMPANY.
DMFIRM #404983315 v6 SCHEDULE A [SCHEDULE OF ADJUSTMENTS]4 Date Adjustment Made Principal Amount Increase Principal Amount Decrease Principal Amount Following Adjustment Notification Made on Behalf of the Trustee 4 Insert in Global Notes only.
DMFIRM #404983315 v6 Exhibit A-2 [Face of Security] [THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITORY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS REGISTERED GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.]5 EXELON CORPORATION Certificate No. [●] $[500,000,000] 5.300% NOTES DUE 2033 CUSIP No. 30161NBK6 ISIN No. US30161NBK63 Exelon Corporation, a Pennsylvania corporation (the “Company”),
for value received, hereby promises to pay to [CEDE & CO.]6, as nominee for The Depository Trust Company, or its registered assigns, the principal sum of [Five Hundred Million] Dollars ($[500,000,000]) [or such greater or lesser amount as is indicated on the Schedule of Adjustments attached hereto]7 on 5 Insert in Global Notes only. 6 Insert in Global Notes only. 7 Insert in Global Notes only.
DMFIRM #404983315 v6 March 15, 2033, and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: March 15 and September 15 of each year, with the first payment to be made on September 15, 2023. Regular Record Dates: March 14 and September 14 (or if not a Business Day, the immediately preceding Business Day). The provisions on the back of this certificate are incorporated as if set forth on the face hereof.
[Signature page to 2033 Note] IN WITNESS WHEREOF, EXELON CORPORATION has caused this instrument to be duly signed. EXELON CORPORATION By: Name: Ryan Brown Title: Vice President and Treasurer
[Signature page to 2033 Note] TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee By: _________________________________ Authorized Signatory Dated: February 21, 2023
DMFIRM #404983315 v6 [Reverse of Security] EXELON CORPORATION 5.300% NOTES DUE 2033 1. Interest. Exelon Corporation, a Pennsylvania corporation (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Security at the rate per annum shown above. The Company shall pay interest, payable semi-annually in arrears, on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, with the first payment to be made on September 15, 2023. Interest on the Securities shall accrue from and include the date that the Securities are issued to and excluding the date of maturity or redemption. Interest shall be computed on the basis of a 360- day year of twelve 30-day months. 2. Maturity. The Securities will mature
on March 15, 2033 (the “Maturity Date”). 3. Method of Payment. Except as provided in the Indenture (as defined below), the Company shall pay interest on the Securities on the applicable Interest Payment Dates, as set forth on the face of this security, to the persons who are Holders of record of Securities at the close of business on the immediately preceding Regular Record Date, as set forth on the face of this Security. Holders must surrender Securities to a Paying Agent to collect the principal amount. The Company shall pay, in money of the United States that at the time of payment is legal tender for payment of public and private debts, all
amounts due in cash with respect to the Securities, which amounts shall be paid by wire transfer of immediately available funds to the account designated by the Depository for the Securities or its nominee. 4. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), shall act as Paying Agent. The Company initially appoints the Trustee as the Registrar. The Company may change any Paying Agent or Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity. 5. Indenture.
The Company issued the Securities under the Indenture, dated as of June 11, 2015 as amended by the First Supplemental Indenture, dated as of June 11, 2015, the Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental Indenture, dated as of April 7, 2016, the Fourth Supplemental Indenture,
dated as of April 1, 2020, and the Fifth Supplemental Indenture, dated as of March 7, 2022 (the “Base Indenture”), among the Company and the Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of February 1, 2023 (the “Sixth Supplemental Indenture” and, together with the Base Indenture,
as supplemented, the “Indenture”), among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended and in effect from time to time (the “Trust Indenture Act”). The Securities are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder. Subject to
DMFIRM #404983315 v6 the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue additional Securities of the same series under the Indenture. All Securities of the same series, including any such additional Securities, shall be treated as a single class of securities under the Indenture. Terms used herein without definition and that are defined in the Indenture have the meanings assigned to them in the Indenture. 6.
Redemption. The Securities may be redeemed at the option of the Company as set forth in Section 3 of the Sixth Supplemental Indenture. 7. Denominations, Transfer, Exchange. The Securities are in registered form in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The provisions of Section 2.8 of the Base Indenture (Registration, Transfer and Exchange) shall apply to the Securities. 8. Persons Deemed Owners. The registered Holder of a Security shall be treated as the owner of such Security for all purposes. 9. Amendments, Supplements and Waivers. The Indenture and the Securities
may be amended or supplemented as provided in the Indenture. 10. Defaults and Remedies. If an Event of Default with respect to the Securities shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that no Holder of any Security of any series may enforce any remedy with respect to such series under the Indenture unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default, (b) the Holders of not less than 33% in aggregate principal amount
of the Securities of such series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding, and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.9 of the Base Indenture; provided, however, that such provision shall not prevent the Holder hereof from enforcing payment of the principal of or interest on this Security. 11. Discharge and Defeasance. The Indenture
contains provisions for discharge and for the defeasance of the entire indebtedness of this Security and certain restrictive covenants upon compliance by the Company with certain conditions set forth therein. 12. Trustee Dealings with the Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee. 13. No Recourse Against Others. A director, officer, employee, incorporator or stockholder of the
Company, as such, shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of, or by
DMFIRM #404983315 v6 reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities. 14. Authentication. This Security shall not be valid until authenticated by the manual signature, facsimile signature, or Electronic Signature of the Trustee or an authenticating agent in accordance with the Indenture. 15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act). 16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Securities and the Trustee and the Company may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 17. Governing Law. This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereunder, except to the extent that the law of any other
jurisdiction shall be mandatorily applicable. 18. Waiver of Jury Trial. EACH OF THE COMPANY, EACH HOLDER, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY, THE INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE
TO THE REGISTERED OFFICE OF THE COMPANY.
DMFIRM #404983315 v6 SCHEDULE A [SCHEDULE OF ADJUSTMENTS]8 Date Adjustment Made Principal Amount Increase Principal Amount Decrease Principal Amount Following Adjustment Notification Made on Behalf of the Trustee 8 Insert in Global Notes only.
DMFIRM #404983315 v6 Exhibit A-3 [Face of Security] [THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR A NOMINEE OF THE DEPOSITORY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS REGISTERED GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.]9 EXELON CORPORATION Certificate No. [●] $[500,000,000] 5.600% NOTES DUE 2053 CUSIP No. 30161NBL4 ISIN No. US30161NBL47 Exelon Corporation, a Pennsylvania corporation (the “Company”),
for value received, hereby promises to pay to [CEDE & CO.]10, as nominee for The Depository Trust Company, or its registered assigns, the principal sum of [Five Hundred Million] Dollars ($[500,000,000]) [or such greater or lesser amount as is indicated on the Schedule of Adjustments attached hereto]11 9 Insert in Global Notes only. 10 Insert in Global Notes only. 11 Insert in Global Notes only.
DMFIRM #404983315 v6 on March 15, 2053, and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: March 15 and September 15 of each year, with the first payment to be made on September 15, 2023. Regular Record Dates: March 14 and September 14 (or if not a Business Day, the immediately preceding Business Day). The provisions on the back of this certificate are incorporated as if set forth on the face hereof.
[Signature page to 2053 Note] IN WITNESS WHEREOF, EXELON CORPORATION has caused this instrument to be duly signed. EXELON CORPORATION By: Name: Ryan Brown Title: Vice President and Treasurer
[Signature page to 2053 Note] TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee By: _________________________________ Authorized Signatory Dated: February 21, 2023
[Reverse of Security] EXELON CORPORATION 5.600% NOTES DUE 2053 1. Interest. Exelon Corporation, a Pennsylvania corporation (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Security at the rate per annum shown above. The Company shall pay interest, payable semi-annually in arrears, on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, with the first payment to be made on September 15, 2023. Interest on the Securities shall accrue from and include the date that the Securities are issued to and excluding the date of maturity or redemption. Interest shall be computed on the basis of a 360- day year of twelve 30-day months. 2. Maturity. The Securities will mature on March 15, 2053
(the “Maturity Date”). 3. Method of Payment. Except as provided in the Indenture (as defined below), the Company shall pay interest on the Securities on the applicable Interest Payment Dates, as set forth on the face of this security, to the persons who are Holders of record of Securities at the close of business on the immediately preceding Regular Record Date, as set forth on the face of this Security. Holders must surrender Securities to a Paying Agent to collect the principal amount. The Company shall pay, in money of the United States that at the time of payment is legal tender for payment of public and private debts, all amounts due in cash with respect to the Securities, which amounts shall
be paid by wire transfer of immediately available funds to the account designated by the Depository for the Securities or its nominee. 4. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), shall act as Paying Agent. The Company initially appoints the Trustee as the Registrar. The Company may change any Paying Agent or Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity. 5. Indenture. The
Company issued the Securities under the Indenture, dated as of June 11, 2015 as amended by the First Supplemental Indenture, dated as of June 11, 2015, the Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental Indenture, dated as of April 7, 2016, the Fourth Supplemental Indenture, dated as of
April 1, 2020, and the Fifth Supplemental Indenture, dated as of March 7, 2022 (the “Base Indenture”), among the Company and the Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of February 1, 2023 (the “Sixth Supplemental Indenture” and, together with the Base Indenture,
as supplemented, the “Indenture”), among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended and in effect from time to time (the “Trust Indenture Act”). The Securities are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder. Subject to
the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue additional Securities of the same series under the Indenture. All Securities of the same series, including any such additional Securities, shall be treated as a single class of securities under the Indenture. Terms used herein without definition and that are defined in the Indenture have the meanings assigned to them in the Indenture. 6.
Redemption. The Securities may be redeemed at the option of the Company as set forth in Section 3 of the Sixth Supplemental Indenture. 7. Denominations, Transfer, Exchange. The Securities are in registered form in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The provisions of Section 2.8 of the Base Indenture (Registration, Transfer and Exchange) shall apply to the Securities. 8. Persons Deemed Owners. The registered Holder of a Security shall be treated as the owner of such Security for all purposes. 9. Amendments, Supplements and Waivers. The Indenture and the Securities
may be amended or supplemented as provided in the Indenture. 10. Defaults and Remedies. If an Event of Default with respect to the Securities shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that no Holder of any Security of any series may enforce any remedy with respect to such series under the Indenture unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default, (b) the Holders of not less than 33% in aggregate principal amount
of the Securities of such series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding, and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.9 of the Base Indenture; provided, however, that such provision shall not prevent the Holder hereof from enforcing payment of the principal of or interest on this Security. 11. Discharge and Defeasance. The Indenture
contains provisions for discharge and for the defeasance of the entire indebtedness of this Security and certain restrictive covenants upon compliance by the Company with certain conditions set forth therein. 12. Trustee Dealings with the Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee. 13. No Recourse Against Others. A director, officer, employee, incorporator or stockholder of the
Company, as such, shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities. 14. Authentication. This Security shall not be valid until authenticated by the manual signature, facsimile signature, or Electronic Signature of the Trustee or an authenticating agent in accordance with the Indenture. 15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act). 16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Securities and the Trustee and the Company may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 17. Governing Law. This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereunder, except to the extent that the law of any other jurisdiction shall
be mandatorily applicable. 18. Waiver of Jury Trial. EACH OF THE COMPANY, EACH HOLDER, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY, THE INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY. THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED OFFICE
OF THE COMPANY.
SCHEDULE A [SCHEDULE OF ADJUSTMENTS]12 Date Adjustment Made Principal Amount Increase Principal Amount Decrease Principal Amount Following Adjustment Notification Made on Behalf of the Trustee 12 Insert in Global Notes only.
