Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. (i) The 2025 Notes, the 2035 Notes and the 2045 Notes may be redeemed, in whole, at the option of the Company, at any time prior to December 31, 2015, at a redemption price equal to 101% of the aggregate principal amount of the Notes of the applicable series, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, to but not including the date of redemption, if, in the Company’s judgment, its acquisition of Pepco Holdings, Inc. (the “Merger”) will not be consummated on or prior to December 31, 2015 (the “Special Optional Redemption”). (ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the applicable series of Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the Notes of the applicable series will be redeemed on the redemption date set forth in the notice (which redemption date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). This Section 3(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 11.2 of the Base Indenture.

Special Optional Redemption. (i) The 2025 Notes, the 2035 Notes and the 2045 2018 Notes may be redeemed, in whole, at the option of the Company, at any time prior to December 31February 23, 20152017, at a redemption price equal to 101% of the aggregate principal amount of the Notes of the applicable series2018 Notes, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, thereon to but not including the date of redemptionRedemption Date, if, in the Company’s judgment, its acquisition of Pepco Holdings, AGL Resources Inc. (the “Merger”) will not be consummated on or prior to December 31February 23, 2015 2017 (the “Special Optional Redemption”). (ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the applicable series of 2018 Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the 2018 Notes of the applicable series will be redeemed on the redemption date Redemption Date set forth in the notice (which redemption date Redemption Date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). The election of the Company to redeem the 2018 Notes shall be evidenced by a Board Resolution. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the condition specified in Section 107(b)(i). This Section 3(b)(ii107(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 11.2 1102 of the Base Original Indenture.

Special Optional Redemption. (i) The 2025 Notes, the 2035 Notes and the 2045 2023 Notes may be redeemed, in whole, at the option of the Company, at any time prior to December 31February 23, 20152017, at a redemption price equal to 101% of the aggregate principal amount of the Notes of the applicable series2023 Notes, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, thereon to but not including the date of redemptionRedemption Date, if, in the Company’s judgment, its acquisition of Pepco Holdings, AGL Resources Inc. (the “Merger”) will not be consummated on or prior to December 31February 23, 2015 2017 (the “Special Optional Redemption”). (ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the applicable series of 2023 Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the 2023 Notes of the applicable series will be redeemed on the redemption date Redemption Date set forth in the notice (which redemption date Redemption Date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). The election of the Company to redeem the 2023 Notes shall be evidenced by a Board Resolution. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the condition specified in Section 107(b)(i). This Section 3(b)(ii107(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 11.2 1102 of the Base Original Indenture.

Special Optional Redemption. (i) The 2025 Notes, the 2035 Notes and the 2045 2019 Notes may be redeemed, in whole, at the option of the Company, at any time prior to December 31February 23, 20152017, at a redemption price equal to 101% of the aggregate principal amount of the Notes of the applicable series2019 Notes, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, thereon to but not including the date of redemptionRedemption Date, if, in the Company’s judgment, its acquisition of Pepco Holdings, AGL Resources Inc. (the “Merger”) will not be consummated on or prior to December 31February 23, 2015 2017 (the “Special Optional Redemption”). (ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the applicable series of 2019 Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the 2019 Notes of the applicable series will be redeemed on the redemption date Redemption Date set forth in the notice (which redemption date Redemption Date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). The election of the Company to redeem the 2019 Notes shall be evidenced by a Board Resolution. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the condition specified in Section 107(b)(i). This Section 3(b)(ii107(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 11.2 1102 of the Base Original Indenture.

Special Optional Redemption. (i) The 2025 Notes, the 2035 Notes and the 2045 2046 Notes may be redeemed, in whole, at the option of the Company, at any time prior to December 31February 23, 20152017, at a redemption price equal to 101% of the aggregate principal amount of the Notes of the applicable series2046 Notes, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, thereon to but not including the date of redemptionRedemption Date, if, in the Company’s judgment, its acquisition of Pepco Holdings, AGL Resources Inc. (the “Merger”) will not be consummated on or prior to December 31February 23, 2015 2017 (the “Special Optional Redemption”). (ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the applicable series of 2046 Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the 2046 Notes of the applicable series will be redeemed on the redemption date Redemption Date set forth in the notice (which redemption date Redemption Date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). The election of the Company to redeem the 2046 Notes shall be evidenced by a Board Resolution. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the condition specified in Section 107(b)(i). This Section 3(b)(ii107(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 11.2 1102 of the Base Original Indenture.

Special Optional Redemption. (i) The 2025 Notes, the 2035 Notes and the 2045 2036 Notes may be redeemed, in whole, at the option of the Company, at any time prior to December 31February 23, 20152017, at a redemption price equal to 101% of the aggregate principal amount of the Notes of the applicable series2036 Notes, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, thereon to but not including the date of redemptionRedemption Date, if, in the Company’s judgment, its acquisition of Pepco Holdings, AGL Resources Inc. (the “Merger”) will not be consummated on or prior to December 31February 23, 2015 2017 (the “Special Optional Redemption”). (ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the applicable series of 2036 Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the 2036 Notes of the applicable series will be redeemed on the redemption date Redemption Date set forth in the notice (which redemption date Redemption Date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). The election of the Company to redeem the 2036 Notes shall be evidenced by a Board Resolution. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the condition specified in Section 107(b)(i). This Section 3(b)(ii107(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 11.2 1102 of the Base Original Indenture.

Special Optional Redemption. (i) The 2025 Notes, the 2035 Notes and the 2045 2021 Notes may be redeemed, in whole, at the option of the Company, at any time prior to December 31February 23, 20152017, at a redemption price equal to 101% of the aggregate principal amount of the Notes of the applicable series2021 Notes, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, thereon to but not including the date of redemptionRedemption Date, if, in the Company’s judgment, its acquisition of Pepco Holdings, AGL Resources Inc. (the “Merger”) will not be consummated on or prior to December 31February 23, 2015 2017 (the “Special Optional Redemption”). (ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the applicable series of 2021 Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the 2021 Notes of the applicable series will be redeemed on the redemption date Redemption Date set forth in the notice (which redemption date Redemption Date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). The election of the Company to redeem the 2021 Notes shall be evidenced by a Board Resolution. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the condition specified in Section 107(b)(i). This Section 3(b)(ii107(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 11.2 1102 of the Base Original Indenture.