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201407773 and with the Trustee and its successors in the trust under the Indenture, for the benefit of those who shall hold the Bonds as follows: ARTICLE I. DESCRIPTION OF FIRST MORTGAGE BONDS, 4.15% SERIES DUE 2042 Section 1. The Company hereby creates a new series of Bonds to be known as "First Mortgage Bonds, 4.15% Series due 2042." The First Mortgage Bonds of the 4.15% Series shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture, as supplemented and modified. The aggregate principal amount of First Mortgage Bonds of the 4.15% Series, which may be authenticated and delivered under the Indenture (except for First Mortgage Bonds of the 4.15% Series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other First Mortgage Bonds of the 4.15% Series pursuant to the Indenture and except for First Mortgage Bonds of the 4.15% Series which, pursuant to the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is limited to $30,000,000. The commencement of the first interest period for the First Mortgage Bonds of the 4.15% Series shall be August 10, 2012. The First Mortgage Bonds of the 4.15% Series shall mature on August 10, 2042, and shall bear interest at the rate of 4.15% per annum, from August 10, 2012 or from the most recent date to which interest has been paid or duly provided for, payable semi- annually on the tenth day of February and the tenth day of August (each, an "Interest Payment Date ") in each year, commencing February 10, 2013. Any interest on any First Mortgage Bond of the 4.15% Series which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such First Mortgage Bond of the 4.15% Series (or one or more Predecessor Bonds) is registered at the close of business on the January 25 or July 25, as the case may be (whether or not a Business Day) next preceding such Interest Payment Date. The First Mortgage Bonds of the 4.15% Series shall bear interest at the Default Rate under the circumstances set forth in the form of such Bond set forth in Section 3 of this Article I. Section 2. The First Mortgage Bonds of the 4.15% Series shall be issued only as registered Bonds without coupons of the denomination of $1,000, or any integral multiple of $1 in excess of $1,000, appropriately numbered. The First Mortgage Bonds of the 4.15% Series may be exchanged, upon surrender thereof, at the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York, for one or more First Mortgage Bonds of the 4.15% Series of other authorized denominations, for the same aggregate principal amount, subject to the terms and conditions set forth in the Indenture. First Mortgage Bonds of the 4.15% Series may be exchanged or transferred without expense to the Holder thereof except that any taxes or other governmental charges required to be paid with respect to such transfer or exchange shall be paid by the Holder requesting such transfer or exchange as a condition precedent to the exercise of such privilege, other than exchanges pursuant to Section 3.04, 5.06 or 14.06 of the Indenture, not involving any transfer. 8849521v8. 2