================================================================================
Exhibit 4.2



                               PECO ENERGY COMPANY

                                       TO

                   WACHOVIA BANK, NATIONAL ASSOCIATION TRUSTEE
                      (formerly, First Union National Bank)

                             ______________________



                           NINETY-EIGHTH SUPPLEMENTAL
                              INDENTURE DATED AS OF
                                 OCTOBER 1, 2002

                                       TO

                          FIRST AND REFUNDING MORTGAGE

                                       OF

                          THE COUNTIES GAS AND ELECTRIC
                                     COMPANY

                                       TO

                         FIDELITY TRUST COMPANY, TRUSTEE
                                DATED MAY 1, 1923

                               __________________



                              5.95% SERIES DUE 2011
                                (Exchange Series)

================================================================================


<PAGE>

         THIS SUPPLEMENTAL INDENTURE dated as of October 1, 2002, by and between
PECO ENERGY COMPANY, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (hereinafter called the Company), party of the
first part, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly, First Union
National Bank), a national banking association organized and existing under the
laws of the United States of America (hereinafter called the Trustee), as
Trustee under the Mortgage hereinafter mentioned, party of the second part,
Witnesseth that

         WHEREAS, The Counties Gas and Electric Company (hereinafter called
Counties Company), a Pennsylvania corporation and a predecessor to the Company,
duly executed and delivered to Fidelity Trust Company, a Pennsylvania
corporation to which the Trustee is successor, as Trustee, a certain indenture
of mortgage and deed of trust dated May 1, 1923 (hereinafter called the
Mortgage), to provide for the issue of, and to secure, its First and Refunding
Mortgage Bonds, issuable in series and without limit as to principal amount
except as provided in the Mortgage, the initial series of Bonds being designated
the 6% Series of 1923, and the terms and provisions of other series of bonds
secured by the Mortgage to be determined as provided in the Mortgage; and

         WHEREAS, thereafter Counties Company, Philadelphia Suburban-Counties
Gas and Electric Company (hereinafter called Suburban Company), and the Company,
respectively, have from time to time executed and delivered indentures
supplemental to the Mortgage, providing for the creation of additional series of
bonds secured by the Mortgage and for amendment of certain of the terms and
provisions of the Mortgage and of indentures supplemental thereto, or evidencing
the succession of Suburban Company to Counties Company and of the Company to
Suburban Company, such indentures supplemental to the Mortgage, the respective
dates, parties thereto, and purposes thereof, being as follows:


                                       2
<PAGE>

<TABLE>
<CAPTION>
Supplemental Indenture
       and Date                                Parties                              Providing for:
       --------                                -------                              --------------
<S>                                   <C>                                   <C>
First                                 Counties Company to                    Bonds of 5% Series of
September 1, 1926                         Fidelity-Philadelphia                 1926
                                          Trust Company
                                          (Successor to Fidelity
                                          Trust Company)

Second                                Suburban Company to                    Evidencing succession of
     May 1, 1927                          Fidelity-Philadelphia                 Suburban Company to
                                          Trust Company                         Counties Company

Third                                 Suburban Company to                    Bonds of 4-1/2% Series
     May 1, 1927                         Fidelity-Philadelphia                  due 1957; amendment of
                                         Trust Company                          certain provisions of
                                                                                Mortgage

Fourth                                Suburban Company to                    Additional Bonds of
     November 1, 1927                    Fidelity-Philadelphia                  4-1/2% Series due 1957
                                         Trust Company

Fifth                                 Company to                             Evidencing succession of
     January 31, 1931                    Fidelity-Philadelphia                  Company to
                                         Trust Company                          Suburban Company

Sixth                                 Company to                             Bonds of 4% Series
     February 1, 1931                    Fidelity-Philadelphia                  due 1971
                                         Trust Company

Seventh                               Company to                             Bonds of 3-1/2% Series
     March 1, 1937                       Fidelity-Philadelphia                  due 1967; amendment of
                                         Trust Company                          certain provisions of
                                                                                Mortgage

Eighth                                Company to                             Bonds of 2-3/4% Series
     December 1, 1941                    Fidelity-Philadelphia                  due 1971; amendment of
                                         Trust Company                          certain provisions of
                                                                                Mortgage

Ninth                                 Company to                             Bonds of 2-3/4% Series
     November 1, 1944                    Fidelity-Philadelphia                  due 1967 and 2-3/4% Series
                                         Trust Company                          due 1974; amendment of
                                                                                certain provisions of
                                                                                Mortgage

Tenth                                 Company to                             Bonds of 2-3/4% Series
     December 1, 1946                    Fidelity-Philadelphia                  due 1981; amendment of
                                         Trust Company                          certain provisions of
                                                                                Mortgage*


                                       3
<PAGE>

<CAPTION>
Supplemental Indenture
       and Date                                Parties                              Providing for:
       --------                                -------                              --------------
<S>                                   <C>                                   <C>
Eleventh                              Company to                             Bonds of 2-7/8% Series
     February 1, 1948                    Fidelity-Philadelphia                  due 1978*
                                         Trust Company

Twelfth                               Company to                             Bonds of 3-1/4% Series
     January 1, 1952                     Fidelity-Philadelphia                  due 1982*
                                         Trust Company

Thirteenth                            Company to                             Bonds of 3-7/8% Series
     May 1, 1953                         Fidelity-Philadelphia                  due 1983*
                                         Trust Company

Fourteenth                            Company to                             Bonds of 3-1/8% Series
     December 1, 1953                    Fidelity-Philadelphia                  due 1983*
                                         Trust Company

Fifteenth                             Company to                             Bonds of 3-1/8% Series
     April 1, 1955                       Fidelity-Philadelphia                  due 1985*
                                         Trust Company

Sixteenth                             Company to                             Bonds of 4-5/8% Series
     September 1, 1957                   Fidelity-Philadelphia                  due 1987; amendment of certain
                                         Trust Company                          provisions of Mortgage*

Seventeenth                           Company to                             Bonds of 3-3/4% Series
     May 1, 1958                         Fidelity-Philadelphia                  due 1988; amendment of certain
                                         Trust Company                          provisions of Mortgage*

Eighteenth                            Company to                             Bonds of 4-3/8% Series
     December 1, 1958                    Fidelity-Philadelphia                  due 1986*
                                         Trust Company

Nineteenth                            Company to                             Bonds of 5% Series
     October 1, 1959                     Fidelity-Philadelphia                  due 1989*
                                         Trust Company

Twentieth                             Company to                             Bonds of 4-1/2% Series
     May 1, 1964                         Fidelity-Philadelphia                  due 1994*
                                         Trust Company

Twenty-first                          Company to                             Bonds of 6% Series due
     October 15, 1966                    Fidelity-Philadelphia                  1968-1973*
                                         Trust Company

Twenty-second                         Company to The Fidelity Bank           Bonds of 5-1/4 % Series due
     June 1, 1967                        (formerly                              1968-1973 and 5-3/4 %
                                         Fidelity-Philadelphia                  Series due 1977*
                                         Trust Company)

Twenty-third                          Company to The Fidelity                Bonds of 6-1/8 % Series
     October 1, 1957                     Bank                                   due 1997*

                                       4
<PAGE>

<CAPTION>
Supplemental Indenture
       and Date                                Parties                              Providing for:
       --------                                -------                              --------------
<S>                                   <C>                                   <C>
Twenty-fourth                        Company to The Fidelity                 Bonds of 6-1/2% Series
     March 1, 1968                       Bank                                   due 1993; amendment of
                                                                                Article XIV of
                                                                                Mortgage*

Twenty-fifth                         Company to The Fidelity                 Bonds of 1968 Series due
     September 10, 1968                  Bank                                   1969-1976*

Twenty-sixth                         Company to The Fidelity                 Bonds of 8% Series due
     August 15, 1969                     Bank                                   1975*

Twenty-seventh                       Company to The Fidelity                 Bonds of 9% Series due
     February 1, 1970                    Bank                                   1995*

Twenty-eighth                        Company to The Fidelity                 Bonds of 8-1/2% Series
     May 1, 1970                         Bank                                   due 1976*

Twenty-ninth                         Company to The Fidelity                 Bonds of 7-3/4% Series
     December 15, 1970                   Bank                                   due 2000*

Thirtieth                            Company to The Fidelity                 Bonds of 8-1/4% Series
     August 1, 1971                      Bank                                   due 1996*

Thirty-first                         Company to The Fidelity                 Bonds of 7-3/8% Series
     December 15, 1971                   Bank                                   due 2001; amendment of
                                                                                Article XI of Mortgage*

Thirty-second                        Company to The Fidelity                 Bonds of 7-1/2% Series
     June 15, 1972                       Bank                                   due 1998*

Thirty-third                         Company to The Fidelity                 Bonds of 7-1/2% Series
     January 15, 1973                    Bank                                   due 1999*

Thirty-fourth                        Company to The Fidelity                 Bonds of 8-1/2% Series
     January 15, 1974                    Bank                                   due 2004

Thirty-fifth                         Company to The Fidelity                 Bonds of 11% Series
     October 15, 1974                    Bank                                   due 1980*

Thirty-sixth                         Company to The Fidelity                 Bonds of 11-5/8% Series
     April 15, 1975                      Bank                                   due 2000*

Thirty-seventh                       Company to The Fidelity                 Bonds of 11% Series due
     August 1, 1975                      Bank                                   2000*

Thirty-eighth                        Company to The Fidelity                Bonds of 9-1/8% Series
     March 1, 1976                       Bank                                   due 2006*

Thirty-ninth                         Company to The Fidelity                 Bonds of 9-5/8% Series
     August 1, 1976                      Bank                                   due 2002*


                                       5
<PAGE>
<CAPTION>
Supplemental Indenture
       and Date                                Parties                              Providing for:
       --------                                -------                              --------------
<S>                                   <C>                                   <C>
Fortieth                             Company to The Fidelity                 Bonds of Pollution
     February 1, 1977                    Bank                                   Control Series A
                                                                                and Pollution
                                                                                Control Series B*

Forty-first                          Company to The Fidelity                 Bonds of 8-5/8% Series
     March 15, 1977                      Bank                                   due 2007*

Forty-second                         Company to The Fidelity                 Bonds of 8-5/8% Series
     July 15, 1977                       Bank                                   due 2003*

Forty-third                          Company to The Fidelity                 Bonds of 9-1/8% Series
     March 15, 1978                      Bank                                   due 2008*

Forty-fourth                         Company to The Fidelity                 Bonds of 12-1/2% Series
     October 15, 1979                    Bank                                   due 2005*

Forty-fifth                          Company to The Fidelity                 Bonds of 13-3/4% Series
     October 15, 1980                    Bank                                   due 1992*

Forty-sixth                          Company to The Fidelity                 Bonds of 15-1/4% Series
     March 1, 1981                       Bank                                   due 1996; amendment of
                                                                                Article VIII of
                                                                                Mortgage*

Forty-seventh                        Company to The Fidelity                 Bonds of 15% Series due
     March 1, 1981                       Bank                                   1996; amendment of
                                                                                Article VIII of
                                                                                Mortgage*

Forty-eighth                         Company to The Fidelity                 Bonds of 17-5/8% Series
     July 1, 1981                    Bank                                       due 2011*

Forty-ninth                          Company to The Fidelity                 Bonds of 18-3/4% Series
     September 15, 1981              Bank                                       due 2009*

Fiftieth                             Company to The Fidelity                 Bonds of 18% Series due
     April 1, 1982                   Bank                                       2012*

Fifty-first                          Company to The Fidelity                 Bonds of 15-3/8% Series
     October 1, 1982                 Bank                                       due 2010*

Fifty-second                         Company to The Fidelity                 Bonds of 13-3/8% Series
     June 15, 1983                   Bank                                       due 2013*

Fifty-third                          Company to Fidelity Bank,               Bonds of 13.05% Series
     November 15, 1984               National Association                       due 1994; amendment
                                     (formerly The Fidelity Bank)               of Article VIII of
                                                                                Mortgage*


                                       6
<PAGE>

<CAPTION>
Supplemental Indenture
       and Date                                Parties                              Providing for:
       --------                                -------                              --------------
<S>                                   <C>                                   <C>
Fifty-fourth                         Company to Fidelity Bank,               Bonds of 14% Series due
     December 1, 1984                National Association                       1988-1994; amendment
                                                                                of Article VIII of
                                                                                Mortgage*

Fifty-fifth                          Company to Fidelity Bank,               Bonds of Pollution
     May 15, 1985                    National Association                       Control Series C*

Fifty-sixth                          Company to Fidelity Bank,               Bonds of Pollution
     October 1, 1985                 National Association                       Control Series D*

Fifty-seventh                        Company to Fidelity Bank,               Bonds of 10-7/8% Series
     November 15, 1985               National Association                       due 1995*

Fifty-eight                          Company to Fidelity Bank,               Bonds of 11-3/4% Series
     November 15, 1985               National Association                       due 2014*

Fifty-ninth                          Company to Fidelity Bank,               Bonds of Pollution
     June 1, 1986                    National Association                       Control Series E*

Sixtieth                             Company to Fidelity Bank,               Bonds of 10-1/4% Series
     November 1, 1986                National Association                       due 2016*

Sixty-first                          Company to Fidelity Bank,               Bonds of 8-3/4% Series
     November 1, 1986                National Association                       due 1994*

Sixty-second                         Company to Fidelity Bank,               Bonds of 9-3/8% Series
     April 1, 1987                   National Association                       due 2017*

Sixty-third                          Company to Fidelity Bank,               Bonds of 11% Series due
     July 15, 1987                   National Association                       2016*

Sixty-fourth                         Company to Fidelity Bank,               Bonds of 10% Series due
     July 15, 1987                   National Association                       1997*

Sixty-fifth                          Company to Fidelity Bank,               Bonds of 10-1/4% Series
     August 1, 1987                  National Association                       due 2007*

Sixty-sixth                          Company to Fidelity Bank,               Bonds of 11% Series due
     October 15, 1987                National Association                       1997*

Sixty-seventh                        Company to Fidelity Bank,               Bonds of 12-1/8% Series
     October 15, 1987                National Association                       due 2016*

Sixty-eighth                         Company to Fidelity Bank,               Bonds of 10% Series due
     April 15, 1988                  National Association                       1998*

Sixty-ninth                          Company to Fidelity Bank,               Bonds of 11% Series due
     April 15, 1988                  National Association                       2018*


                                       7
<PAGE>

<CAPTION>
Supplemental Indenture
       and Date                                Parties                              Providing for:
       --------                                -------                              --------------
<S>                                   <C>                                   <C>
Seventieth                           Company to Fidelity Bank,               Bonds of 10% Series due
     June 15, 1989                   National Association                       2019*

Seventy-first                        Company to Fidelity Bank,               Bonds of 9-7/8% Series
     October 1, 1989                 National Association                       due 2019*

Seventy-second                       Company to Fidelity Bank,               Bonds of 9-1/4% Series
     October 1, 1989                 National Association                       due 1999*

Seventy-third                        Company to Fidelity Bank,               Medium-Term Note
     October 1, 1989                 National Association                       Series A*

Seventy-fourth                       Company to Fidelity Bank,               Bonds of 10-1/2% Series
     October 15, 1990                National Association                       due 2020*

Seventy-fifth                        Company to Fidelity Bank,               Bonds of 10% Series due
     October 15, 1990                National Association                       2000*

Seventy-sixth                        Company to Fidelity Bank,               Bonds of Pollution
     April 1, 1991                   National Association                       Control Series F
                                                                                and Pollution
                                                                                Control Series G*

Seventy-seventh                      Company to Fidelity Bank,               Bonds of Pollution
     December 1, 1991                National Association                       Control Series H*

Seventy-eighth                       Company to Fidelity Bank,               Bonds of 7-1/2% 1992
     January 15, 1992                National Association                       Series due 1999*

Seventy-ninth                        Company to Fidelity Bank,               Bonds of 8% Series due
     April 1, 1992                   National Association                       2002*

Eightieth                            Company to Fidelity Bank,               Bonds of 8-3/4% Series
     April 1, 1992                   National Association                       due 2022*

Eighty-first                         Company to Fidelity Bank,               Bonds of Pollution
     June 1, 1992                    National Association                       Control Series I*

Eighty-second                        Company to Fidelity Bank,               Bonds of 8-5/8% Series
     June 1, 1992                    National Association                       due 2022*

Eighty-third                         Company to Fidelity Bank,               Bonds of 7-1/2% Series
     July 15, 1992                   National Association                       due 2002*

Eighty-fourth                        Company to Fidelity Bank,               Bonds of 8-1/4% Series
     September 1, 1992               National Association                       due 2022*

Eighty-fifth                         Company to Fidelity Bank,               Bonds of 7-1/8% Series
     September 1, 1992               National Association                       due 2002*

                                       8
<PAGE>

<CAPTION>
Supplemental Indenture
       and Date                                Parties                              Providing for:
       --------                                -------                              --------------
<S>                                   <C>                                   <C>
Eighty-sixth                         Company to Fidelity Bank,               Bonds of 6-5/8% Series
     March 1, 1993                   National Association                       due 2003*

Eighty-Seventh                       Company to Fidelity Bank,               Bonds of 7-3/4% Series
     March 1, 1993                   National Association                       due 2023*

Eighty-eighth                        Company to Fidelity Bank,               Bonds of Pollution
     March 1, 1993                   National Association                       Control Series J,
                                                                                Pollution Control
                                                                                Series K, Pollution
                                                                                Control Series L
                                                                                and Pollution Control
                                                                                Series M*

Eighty-ninth                         Company to Fidelity Bank,               Bonds of 6-1/2% Series
     May 1, 1993                     National Association                       due 2003*

Ninetieth                            Company to Fidelity Bank,               Bonds of 7-3/4% Series
     May 1, 1993                     National Association                       2 due 2023*

Ninety-first                         Company to First Fidelity Bank,         Bonds of 7-1/8% Series
     August 15, 1993                 N.A., Pennsylvania                         due 2023*

Ninety-second                        Company to First Fidelity Bank,         Bonds of 6-3/8% Series
     August 15, 1993                 N.A., Pennsylvania                         due 2005*

Ninety-third                         Company to First Fidelity Bank,         Bonds of 5-3/8% Series
     August 15, 1993                 N.A., Pennsylvania                         due 1998*

Ninety-fourth                        Company to First Fidelity Bank,         Bonds of 7-1/4% Series
     November 1, 1993                N.A., Pennsylvania                         due 2024*

Ninety-fifth                         Company to First Fidelity Bank,         Bonds of 5-5/8% Series
     November 1, 1993                N.A., Pennsylvania                         due 2001*

Ninety-sixth                         Company to First Fidelity Bank,         Medium Term Note Series B*
     May 1, 1995                     N.A., Pennsylvania

Ninety-seventh                       Company to First Union National Bank    Bonds of 5.95% Series
     October 15, 2001                (formerly First Fidelity Bank, N.A.,       due 2011*
                                     Pennsylvania)

Ninety-ninth                         Company to Wachovia Bank, National      Bonds of 4.75% Series
     September 15, 2002              Association (formerly First Union          due 2012*
                                     National Bank)

 *And amendment of certain provisions of the Ninth Supplemental Indenture.
</TABLE>


                                       9
<PAGE>

         WHEREAS, the respective principal amounts of the bonds of each series
presently outstanding under the Mortgage and the several supplemental indentures
above referred to, are as follows:

                                                                      PRINCIPAL
                            Series                                      AMOUNT
                            ------                                      ------

        5-5/8%   Series due 2001....................................$250,000,000
        6-5/8%   Series due 2003.....................................250,000,000
        6-1/2%   Series due 2003.....................................200,000,000
        6-3/8%   Series due 2005......................................75,000,000
        Pollution Control Series J due 2012...........................50,000,000
        Pollution Control Series K due 2012...........................50,000,000
        Pollution Control Series L due 2012...........................50,000,000
        Pollution Control Series M due 2012............................4,200,000
        6-5/8% Pollution Control Series I due 2022....................29,530,000
        4.75% Series due 2012........................................250,000,000
        Total                                                     $1,208,730,000
                                                                  ==============


         WHEREAS, on October 15, 2001, pursuant to the Ninety-seventh
Supplemental Indenture, the Company issued $250,000,000 aggregate principal
amount 5.95% First and Refunding Mortgage Bonds due 2011 (hereinafter called the
"Original Series");

         WHEREAS, in connection with such issuance, the Company entered into a
Registration Rights Agreement, dated October 30, 2001, by and between the
Company and the representatives of the initial purchasers of the Original
Series, pursuant to which the Company agreed to register $250,000,000 aggregate
principal amount 5.95% First and Refunding Mortgage Bonds due 2011 (hereinafter
called "Exchange Series") and exchange the Original Series for the Exchange
Series in an exchange offer (the "Exchange Offer").

         WHEREAS, the exchange offer for the Original Series, having been
completed, the Company wishes to issue $250,000,000 aggregate principal amount
of its 5.95% Exchange Series due 2011,

and

         WHEREAS, the Company deems it advisable and has determined, pursuant to
Article XI of the Mortgage,

         (a) to convey, pledge, transfer and assign to the Trustee and to
subject specifically to the lien of the Mortgage additional property not therein
or in any supplemental indenture specifically described but now owned by the
Company and acquired by it by purchase or otherwise; and

                                       10
<PAGE>

         (b) to create an Exchange Series of bonds to be issued under, and
secured by, the Mortgage, and for the above-mentioned purposes to execute,
deliver and record this Supplemental Indenture; and

         WHEREAS, the Company has determined by proper corporate action that the
terms, provisions and form of the bonds of the Exchange Series shall be
substantially as follows:


                                       11
<PAGE>

                    (Form of Face of Exchange Series of Bond)

                               PECO ENERGY COMPANY



REGISTERED                                                            REGISTERED
NUMBER

                       FIRST AND REFUNDING MORTGAGE BOND,
                             5.95% SERIES DUE 2011,
                              DUE NOVEMBER 1, 2011

         PECO Energy Company, a Pennsylvania corporation (hereinafter called the
Company), for value received, hereby promises to pay to ________________________
or registered assigns, ________________________ Dollars on November 1, 2011, at
the office or agency of the Company, in the City of Philadelphia, Pennsylvania,
or, at the option of the holder, at the office or agency of the Company, in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment shall constitute legal tender
for the payment of public and private debts, and to pay interest (computed on
the basis of a 360-day year of twelve 30-day months) thereon from the date
hereof at the rate of 5.95 percent per annum in like coin or currency, payable
at either of the offices aforesaid on May 1 and November 1 in each year until
the Company's obligation with respect to the payment of such principal shall
have been discharged. Any accrued and unpaid interest on any bond of the
Original Series upon the issuance of an Exchange Security (as defined in the
Registration Rights Agreement) shall cease to be payable to the holder thereof
but such accrued and unpaid interest shall be payable on the next interest
payment date for such Exchange Security to the holder thereof on the related
record date. Both such principal and interest are payable less deduction for any
taxes, assessments or governmental charges assessed against this bond or the
interest hereon or any owner or holder hereof which the Company, the Trustee
under the Mortgage referred to on the reverse hereof or any paying agent is or
may be required to collect or withhold under any present or future law of the
United States of America, or any state and/or of any county, municipality,
taxing authority or political subdivision thereof.

         "Registration Rights Agreement" means an agreement by and among the
Company and the initial purchasers of the bonds of this series regarding the
Company's obligation to (1) complete the Exchange Offer and (2) register the
resale of the bonds of this series with the Securities and Exchange Commission.

         The Company may fix a date, not more than fourteen calendar days prior
to any interest payment date, as a record date for determining the registered
holder of this bond entitled to such interest payment, in which case only the
registered holder on such record date shall be entitled to receive such payment,
notwithstanding any transfer of this bond upon the registration books subsequent
to such record date.

         This bond shall not be valid or become obligatory for any purpose
unless it shall have been authenticated by the certificate of the Trustee under
said Mortgage endorsed hereon.

                                       12
<PAGE>


         The provisions of this bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.

         IN WITNESS WHEREOF, PECO Energy Company has caused this instrument to
be signed in its corporate name with the manual or facsimile signature of its
President or a Vice President and its corporate seal to be impressed or a
facsimile imprinted hereon, duly attested by the manual or facsimile signature
of its Secretary or an Assistant Secretary.

Dated:

                                       PECO ENERGY COMPANY



                                       By
                                          --------------------------------------
                                                   President



 (SEAL)

                                       Attest:
                                              ----------------------------------
                                                   Secretary


                                       13
<PAGE>

                  (Form of Reverse of Exchange Series of Bond)

                               PECO ENERGY COMPANY
                       First and Refunding Mortgage Bond,
                              5.95% Series Due 2011
                              Due November 1, 2011

                                   (CONTINUED)

         This bond is one of a duly authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Mortgage hereinafter mentioned
or in any indenture supplemental thereto, and is one of a series of said bonds
known as First and Refunding Mortgage Bonds, 5.95% Series due 2011. This bond
and all other bonds of said issue are issued and to be issued under and pursuant
to and are all secured equally and ratably by an indenture of mortgage and deed
of trust dated May 1, 1923, duly executed and delivered by The Counties Gas and
Electric Company (to which the Company is successor) to Fidelity Trust Company,
as Trustee (to which Wachovia Bank, National Association, a national banking
association organized and existing under the laws of the United States of
America, is successor Trustee), as amended, modified or supplemented by certain
supplemental indentures from the Company or its predecessors to said successor
Trustee or its predecessors, said mortgage, as so amended, modified or
supplemented being herein called the Mortgage. Reference is hereby made to the
Mortgage for a statement of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of said bonds and of the
Trustee in respect of such security, the rights, duties and immunities of the
Trustee, and the terms and conditions upon which said bonds are and are to be
secured, and the circumstances under which additional bonds may be issued.

         As provided in the Mortgage, the bonds secured thereby may be for
various principal sums and are issuable in series, which series may mature at
different times, may bear interest at different rates, and may otherwise vary.
The bonds of this series mature on November 1, 2011, and are issuable only in
registered form without coupons in any denomination authorized by the Company.

         Any bond or bonds of this series may be exchanged for another bond or
bonds of this series in a like aggregate principal amount in authorized
denominations, upon presentation at the office of the Trustee in the City of
Philadelphia, Pennsylvania, or, at the option of the holder, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, all
subject to the terms of the Mortgage but without any charge other than a sum
sufficient to reimburse the Company for any stamp tax or other governmental
charge incident to the exchange.

         The bonds of this series are redeemable at the option of the Company,
as a whole or in part, at any time upon notice sent by the Company through the
mail, postage prepaid, at least thirty (30) days and not more than forty-five
(45) days prior to the date fixed for redemption, to the registered holder of
each bond to be redeemed, addressed to such holder at his address appearing upon
the registration books, at a redemption price equal to the greater of (1) 100%
of the principal amount of the bonds to be redeemed, plus accrued interest to
the redemption date, or (2) as determined by the Quotation Agent, the sum of the
present values of the remaining


                                       14
<PAGE>

scheduled payments of principal and interest on the bonds to be redeemed (not
including any portion of payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30
basis points, plus accrued interest to the redemption date. Unless the Company
defaults in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the bonds of this series or portions of the
bonds of this series called for redemption.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the redemption date.

          "Business Day" means any day that is not a day on which banking
institutions in New York City are authorized or required by law or regulation to
close.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the bonds of this series that would be used, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
bonds of this series.

         "Comparable Treasury Price" means, with respect to any redemption date:

         o        the average of the Reference Treasury Dealer Quotations for
                  that redemption date, after excluding the highest and lowest
                  of the Reference Treasury Dealer Quotations; or

         o        if the Trustee obtains fewer than three Reference Treasury
                  Dealer Quotations, the average of all Reference Treasury
                  Dealer Quotations so received.

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

         "Reference Treasury Dealer" means (1) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and First Union Securities, Inc. and their
respective successors, unless any of them ceases to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), in which case
the Company shall substitute another Primary Treasury Dealer; and (2) any other
Primary Treasury Dealer selected by the Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.

         The principal of this bond may be declared or may become due on the
conditions, in the manner and with the effect provided in the Mortgage upon the
happening of an event of default as in the Mortgage provided.

                                       15
<PAGE>


         This bond is transferable by the registered holder hereof in person or
by attorney, duly authorized in writing, at the office of the Trustee in the
City of Philadelphia, Pennsylvania, or, at the option of the holder, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, in books of the Company to be kept for that purpose, upon surrender and
cancellation hereof, and upon any such transfer, a new registered bond or bonds,
without coupons, of this series and for the same aggregate principal amount,
will be issued to the transferee in exchange herefor, all subject to the terms
of the Mortgage but without payment of any charge other than a sum sufficient to
reimburse the Company for any stamp tax or other governmental charge incident to
the transfer. The Company, the Trustee, and any paying agent may deem and treat
the person in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of the principal and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any paying agent shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or
interest on this bond to any incorporator or any past, present or future
stockholder, officer or director of the Company or of any predecessor or
successor corporation, either directly or indirectly, by virtue of any statute
or by enforcement of any assessment or otherwise, and any and all liability of
the said incorporators, stockholders, officers or directors of the Company or of
any predecessor or successor corporation in respect to this bond is hereby
expressly waived and released by every holder hereof, except to the extent that
such liability may not be waived or released under the provisions of the
Securities Act of 1933 or of the rules and regulations of the Securities and
Exchange Commission thereunder.

         UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                        (End of Form of Reverse of Bond)


                                       16
<PAGE>

and

         WHEREAS, on the face of each of the bonds of the Exchange Series, there
is to be endorsed a certificate of the Trustee in substantially the following
form, to wit:

                         (Form of Trustee's Certificate)

         This bond is one of the bonds, of the series designated therein,
provided for in the within-mentioned Mortgage and in the Ninety-Eighth
Supplemental Indenture dated as of October 1, 2002.

                                       WACHOVIA BANK, NATIONAL ASSOCIATION



                                       By
                                         ---------------------------------------
                                           Authorized Officer


                                       17
<PAGE>

and

         WHEREAS, all acts and things necessary to make the bonds of the
Exchange Series, when duly executed by the Company and authenticated by the
Trustee as provided in the Mortgage and indentures supplemental thereto, and
issued by the Company, the valid, binding and legal obligations of the Company,
and this Supplemental Indenture a valid and enforceable supplement to the
Mortgage, have been done, performed and fulfilled and the execution and delivery
hereof have been in all respects duly and lawfully authorized.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         That in order to secure the payment of the principal of and interest on
all bonds issued and to be issued under the Mortgage and/or under any indenture
supplemental thereto, according to their tenor and effect, and according to the
terms of the Mortgage and of any indenture supplemental thereto, and to secure
the performance of the covenants and obligations in the bonds and in the
Mortgage and any indenture supplemental thereto respectively contained, and for
the proper assuring, conveying, and confirming unto the Trustee, its successors
in trust and its and their assigns forever, upon the trusts and for the purposes
expressed in the Mortgage and in any indentures supplemental thereto, all and
singular the estates, property and franchises of the Company thereby mortgaged
or intended so to be, the Company, for and in consideration of the premises and
of the sum of One Dollar ($1.00) in hand paid by the Trustee to the Company upon
the execution and delivery of this Supplemental Indenture, receipt whereof is
hereby acknowledged, and of other good and valuable consideration, has granted,
bargained, sold, conveyed, released, confirmed, pledged, assigned, transferred
and set over and by these presents does grant, bargain, sell, convey, release,
confirm, pledge, assign, transfer, and set over to Wachovia Bank, National
Association, as Trustee, and to its successors in trust and its and their
assigns forever, all the following described property, real, personal and mixed
of the Company, viz.:

         All of the real property with any improvements thereon erected as may
be owned by the Company and described in the Mortgage or in any indenture
supplemental thereto as may heretofore have been executed, delivered and
recorded, but excluding therefrom all real property heretofore released from the
lien of the Mortgage. It is hereby stated that the Company has not acquired
title to nor become the owner of any new or additional real property since the
execution, delivery and recording of the Ninety-ninth Supplemental Indenture
dated as of September 15, 2002. The purpose of restating such prior conveyances
as security is to confirm that the obligations of the Company as provided in
this Supplemental Indenture are included within the lien and security of the
Mortgage, and that public record be made of such purpose and fact by the
recording of this Supplemental Indenture.

         Together with all gas works, electric works, plants, buildings,
structures, improvements and machinery located upon such real estate or any
portion thereof, and all rights, privileges and easements of every kind and
nature appurtenant thereto, and all and singular the tenements, hereditaments
and appurtenances belonging to the real estate or any part thereof hereinbefore
described or referred to or intended so to be, or in any way appertaining
thereto, and the



                                       18
<PAGE>

reversions, remainders, rents, issues and profits thereof; also all the estate,
right, title, interest, property, possession, claim and demand whatsoever, as
well in law as in equity, of the Company, of, in and to the same and any and
every part thereof, with the appurtenances.

         Also all the Company's electric transmission and distribution lines and
systems, substations, transforming stations, structures, machinery, apparatus,
appliances, devices and appurtenances.

         Also all the Company's gas transmission and distribution mains, pipes,
pipe lines and systems, storage facilities, structures, machinery, apparatus,
appliances, devices and appurtenances.

         Also all plants, systems, works, improvements, buildings, structures,
fixtures, appliances, engines, furnaces, boilers, machinery, retorts, tanks,
condensers, pumps, gas tanks, holders, reservoirs, expansion tanks, gas mains
and pipes, tunnels, service pipe, pipe lines, fittings, gates, valves,
connections, gas and electric meters, generators, dynamos, fans, supplies, tools
and implements, tracks, sidings, motor and other vehicles, all electric light
lines, electric power lines, transmission lines, distribution lines, conduits,
cables, stations, substations, and distributing systems, motors, conductors,
converters, switchboards, shafting, belting, wires, mains, feeders, poles,
towers, mast arms, brackets, pipes, lamps, insulators, house wiring connections
and all instruments, appliances, apparatus, fixtures, fittings and equipment and
all stores, repair parts, materials and supplies of every nature and kind
whatsoever now or hereafter owned by the Company in connection with or
appurtenant to its plants and systems for production, purchase, storage,
transmission, distribution, utilization and sale of gas and its by-products and
residual products, and/or for the generation, production, purchase, storage,
transmission, distribution, utilization and sale of electricity, or in
connection with such business.

         Also all the goodwill of the business of the Company, and all rights,
claims, contracts, leases, patents, patent rights, and agreements, all accounts
receivable, accounts, claims, demands, choses in action, books of account, cash
assets, franchises, ordinances, rights, powers, easements, water rights,
riparian rights, licenses, privileges, immunities, concessions and consents now
or hereafter owned by the Company in connection with or appurtenant to its said
business.

         Also all the right, title and interest of the Company in and to all
contracts for the purchase, sale or supply of gas, and its by-products and
residual products of electricity and electrical energy, now or hereafter entered
into by the Company with the right on the part of the Trustee, upon the
happening of an event of default as defined in the Mortgage as supplemented by
any supplemental indenture, to require a specific assignment of any and all such
contracts, whenever it shall request the Company to make the same.

         Also all rents, tolls, earnings, profits, revenues, dividends and
income arising or to arise from any property now owned, leased, operated or
controlled or hereafter acquired, leased, operated or controlled by the Company
and subject to the lien of the Mortgage and indentures supplemental thereto.

                                       19
<PAGE>

         Also all the estate, right, title and interest of the Company, as
lessee, in and to any and all demised premises under any and all agreements of
lease now or at any time hereafter in force, insofar as the same may now or
hereafter be assignable by the Company.

         Also all other property, real, personal and mixed not hereinbefore
specified or referred to, of every kind and nature whatsoever, now owned, or
which may hereafter be owned by the Company (except shares of stock, bonds or
other securities not now or hereafter specifically pledged under the Mortgage
and indentures supplemental thereto or required to be pledged thereunder by the
provisions of the Mortgage or any indenture supplemental thereto), together with
all and singular the tenements, hereditaments and appurtenances thereunto
belonging or in any way appertaining and the reversions, remainder or
remainders, rents, issues and profits thereof; and also all the estate, right,
title, interest, property, claim and demand whatsoever as well in law as in
equity of the Company of, in and to the same and every part and parcel thereof.

         It is the intention and it is hereby agreed that all property and the
earnings and income thereof acquired by the Company after the date hereof shall
be as fully embraced within the provisions hereof and subject to the lien hereby
created for securing the payment of all bonds, together with the interest
thereon, as if the property were now owned by the Company and were specifically
described herein and conveyed hereby, provided nevertheless, that no shares of
stock, bonds or other securities now or hereafter owned by the Company, shall be
subject to the lien of the Mortgage and indentures supplemental thereto unless
now or hereafter specifically pledged or required to be pledged thereunder by
the provisions of the Mortgage or any indenture supplemental thereto.

         TO HAVE AND TO HOLD, all and singular the property, rights, privileges
and franchises hereby conveyed, transferred or pledged or intended so to be,
including after-acquired property, together with all and singular the
reversions, remainders, rents, revenues, income, issues and profits, privileges
and appurtenances, now or hereafter belonging or in any way appertaining
thereto, unto the Trustee and its successors in the trust hereby created, and
its and their assigns forever;

         IN TRUST NEVERTHELESS, for the equal and pro rata benefit and security
of each and every person or corporation who may be or become the holders of
bonds secured by the Mortgage and indentures supplemental thereto, without
preference, priority or distinction (except as provided in Section 1 of Article
VIII of the Mortgage) as to lien or otherwise of any bond of any series over or
from any other bond, so that (except as aforesaid) each and every of the bonds
issued or to be issued, of whatsoever series, shall have the same right, lien,
privilege under the Mortgage and indentures supplemental thereto and shall be
equally secured thereby and hereby, with the same effect as if the bonds had all
been made, issued and negotiated simultaneously on the date of the Mortgage.

         AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH:

         It is hereby covenanted that all bonds secured by the Mortgage and
indentures supplemental thereto with the coupons appertaining thereto, are
issued to and accepted by each and every holder thereof, and that the property
aforesaid and all other property subject to the lien of the Mortgage and
indentures supplemental thereto is held by or hereby conveyed to the


                                       20
<PAGE>

Trustee, under and subject to the trusts, conditions and limitations set forth
in the Mortgage and indentures supplemental thereto and upon and subject to the
further trusts, conditions and limitations hereinafter set forth, as follows, to
wit:

                                  ARTICLE I .

                             AMENDMENTS OF MORTGAGE

         Article II of the Ninth Supplemental Indenture to the Mortgage, as
heretofore amended, is hereby further amended as follows:

         By deleting from paragraph (d) of Section 5 and from the first clause
of Section 9, the following:

         "4.75% Series due 2012"

and by inserting in lieu thereof, in both instances, the following:

         ", 4.75% Series due 2012 or 5.95% Series due 2011 ("Exchange Series")"

                                  ARTICLE II .

                          BONDS OF THE EXCHANGE SERIES

         Section 1. The bonds of the Exchange Series are identical in all
material respects to the bonds of the Original Series (except that the interest
rate step-up provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) and are to be issued under this Ninety-Eighth
Supplemental Indenture to the Mortgage.

         The bonds of the Exchange Series shall be designated as hereinabove
specified for such designation in the recital immediately preceding the form of
bonds of the Exchange Series, subject however, to the provisions of Section 2 of
Article I of the Mortgage, as amended, and are issuable only as registered bonds
without coupons, substantially in the form hereinbefore recited; and the issue
thereof shall be limited to $250,000,000 principal amount.

         The bonds of the Exchange Series shall be dated the date of issuance
and shall bear interest from the interest payment date to which interest was
paid next preceding the date of issue. The bonds of the Exchange Series shall
mature on November 1, 2011.

         Interest on the bonds of the Exchange Series shall be computed on the
basis of a 360-day year of twelve 30-day months and such bonds shall bear
interest at the rate provided in the form of bond hereinbefore recited, payable
on May 1 and November 1 in each year commencing on November 1, 2002 until the
Company's obligation with respect to the payment of principal thereof shall have
been discharged. Both principal and interest on bonds of the Exchange Series
shall be payable at the office or agency of the Company in the City of
Philadelphia, Pennsylvania, or, at the option of the holder, at the office or
agency of the Company in the


                                       21
<PAGE>

Borough of Manhattan, The City of New York, and shall be payable in such coin or
currency of the United States of America as at the time of payment shall
constitute legal tender for the payment of public and private debts.

         The bonds of the Exchange Series shall be in any denomination
authorized by the Company.

         Any bond or bonds of the Exchange Series shall be exchangeable for
another bond or bonds of the Exchange Series in a like aggregate principal
amount. Any such exchange may be made upon presentation at the office of the
Trustee in the City of Philadelphia, Pennsylvania, or, at the option of the
holder, at the office or agency of the Company in the Borough of Manhattan, The
City of New York, without any charge other than a sum sufficient to reimburse
the Company for any stamp tax or other governmental charge incident to the
exchange.

         Section 2. (a) Initially, the bonds of the Exchange Series shall be
issued pursuant to a book-entry system administered by the Depository Trust
Company (or its successor, referred to herein as the "Depository") as a global
security with no physical distribution of bond certificates to be made except as
provided in this Section 2. Any provisions of the Mortgage or the bonds of the
Exchange Series requiring physical delivery of bonds shall, with respect to any
bonds of the Exchange Series held under the book-entry system, be deemed to be
satisfied by a notation on the bond registration books maintained by the Trustee
that such bonds are subject to the book-entry system.

         (b) So long as the book-entry system is being used, one bond of the
Exchange Series in the aggregate principal amount of the bonds of the Exchange
Series and registered in the name of the Depository's nominee (the "Nominee")
will be issued and required to be deposited with the Depository and held in its
custody. The book-entry system will be maintained by the Depository and its
participants and indirect participants and will evidence beneficial ownership of
the bonds of the Exchange Series, with transfers of ownership affected on the
records of the Depository, the participants and the indirect participants
pursuant to rules and procedures established by the Depository, the participants
and the indirect participants. The principal of and any premium on each bond of
the Exchange Series shall be payable to the Nominee or any other person
appearing on the registration books as the registered holder of such bond or its
registered assigns or legal representative at the office of the office or agency
of the Company in the City of Philadelphia, Pennsylvania or the Borough of
Manhattan, The City of New York. So long as the book-entry system is in effect,
the Depository will be recognized as the holder of the bonds of the Exchange
Series for all purposes. Transfers of principal, interest and any premium
payments or notices to participants and indirect participants will be the
responsibility of the Depository, and transfers of principal, interest and any
premium payments or notices to beneficial owners will be the responsibility of
participants and indirect participants. No other party will be responsible or
liable for such transfers of payments or notices or for maintaining, supervising
or reviewing such records maintained by the Depository, the participants or the
indirect participants. While the Nominee or the Depository, as the case may be,
is the registered owner of the bonds of the Exchange Series, notwithstanding any
other provisions set forth herein, payments of principal of, redemption premium,
if any, and interest on the bonds of the Exchange Series shall be made to the
Nominee or the Depository, as the case may be, by wire transfer in immediately
available funds to the account of such holder. Without


                                       22
<PAGE>

notice to or consent of the beneficial owners, the Trustee with the consent of
the Company and the Depository may agree in writing to make payments of
principal, redemption price and interest in a manner different from that set
forth herein. In such event, the Trustee shall make payment with respect to the
bonds of the Exchange Series in such manner as if set forth herein.

         (c) The Company may at any time elect (i) to provide for the
replacement of any Depository as the depository for the bonds of the Exchange
Series with another qualified depository, or (ii) to discontinue the maintenance
of the bonds of the Exchange Series under book-entry system. In such event, the
Trustee shall give 30 days prior notice of such election to the Depository (or
such fewer number of days acceptable to such Depository).

         (d) Upon the discontinuance of the maintenance of the bonds of the
Exchange Series under a book-entry system, the Company will cause the bonds to
be issued directly to the beneficial owners of the bonds of the Exchange Series,
or their designees, as further described below. In such event, the Trustee shall
make provisions to notify participants and beneficial owners of the bonds of the
Exchange Series, by mailing an appropriate notice to the Depository, that bonds
of the Exchange Series will be directly issued to beneficial owners of the bonds
as of a date set forth in such notice (or such fewer number of days acceptable
to such Depository).

         (e) In the event that bonds of the Exchange Series are to be issued to
beneficial owners of the bonds, or their designees, the Company shall promptly
have bonds of the Exchange Series prepared in certificated form registered in
the names of the beneficial owners of such bonds shown on the records of the
participants provided to the Trustee, as of the date set forth in the notice
above. Bonds issued to beneficial owners, or their designees shall be
substantially in the form set forth in this Supplemental Indenture, but will not
include the provision related to global securities.

         (f) If the Depository is replaced as the depository for the bonds of
the Exchange Series with another qualified depository, the Company will issue a
replacement global security substantially in the form set forth in this
Supplemental Indenture.

         (g) The Company and the Trustee shall have no liability for the failure
of any Depository to perform its obligations to any participant, any indirect
participant or any beneficial owner of any bonds of the Exchange Series, and the
Company and the Trustee shall not be liable for the failure of any participant,
indirect participant or other nominee of any beneficial owner or any bonds of
the Exchange Series to perform any obligation that such participant, indirect
participant or other nominee may incur to any beneficial owner of the bonds of
the Exchange Series.

         (h) Notwithstanding any other provision of the Mortgage, on or prior to
the date of issuance of the bonds of the Exchange Series the Trustee shall have
executed and delivered to the initial Depository a Letter of Representations
governing various matters relating to the Depository and its activities
pertaining to the bonds of the Exchange Series. The terms and provisions of such
Letter of Representations are incorporated herein by reference and, in the event
there shall exist any inconsistency between the substantive provisions of the
said Letter of Representations and any provisions of the Mortgage, then, for as
long as the initial Depository


                                       23
<PAGE>

shall serve as depository with respect to the bonds of the Exchange Series, the
terms of the Letter of Representations shall govern.

         (i) The Company and the Trustee may rely conclusively upon (i) a
certificate of the Depository as to the identity of a participant in the
book-entry system; (ii) a certificate of any participant as to the identity of
any indirect participant and (iii) a certificate of any participant or any
indirect participant as to the identity of, and the respective principal amount
of bonds of the Exchange Series owned by, beneficial owners.

         Section 3. So long as the bonds of the Exchange Series or Original
Series are held by The Depository Trust Company, such bonds shall bear the
following legend:

         UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         Section 4. So long as any of the bonds of the Exchange Series remain
outstanding, the Company shall keep at its office or agency in the Borough of
Manhattan, The City of New York, as well as at the office of the Trustee in the
City of Philadelphia, Pennsylvania, books for the registry and transfer of
outstanding bonds of the Exchange Series, in accordance with the terms and
provisions of the bonds of the Exchange Series and the provisions of Section 8
of Article I of said Mortgage.

         Section 5. So long as any bonds of the Exchange Series remain
outstanding, the Company shall maintain an office or agency in the City of
Philadelphia, Pennsylvania, and an office or agency in the Borough of Manhattan,
The City of New York, for the payment upon proper demand of the principal of,
the interest on, or the redemption price of the outstanding bonds of the
Exchange Series, and will from time to time give notice to the Trustee of the
location of such office or agency. In case the Company shall fail to maintain
for such purpose an office or agency in the City of Philadelphia or shall fail
to give such notice of the location thereof, then notices, presentations and
demands in respect of the bonds of the Exchange Series may be given or made to
or upon the Trustee at its office in the City of Philadelphia and the principal
of, the interest on, and the redemption price of said bonds in such event be
payable at said office of the Trustee. All bonds of the Exchange Series when
paid shall forthwith be cancelled.

         Section 6. The Company may fix a date, not more than fourteen calendar
days prior to any interest payment date, as a record date for determining the
registered holder of each bond of the Exchange Series entitled to such interest
payment, in which case only the registered holder



                                       24
<PAGE>

of such bond on such record date shall be entitled to receive such payment,
notwithstanding any transfer of such bond upon the registration books subsequent
to such record date.

         Section 7. The bonds of the Exchange Series shall be issued under and
subject to all of the terms and provisions of the Mortgage, of the indentures
supplemental thereto referred to in the recitals hereof and of this Supplemental
Indenture which may be applicable to such bonds or applicable to all bonds
issued under the Mortgage and indentures supplemental thereto.

                                 ARTICLE III .

                           ISSUE AND AUTHENTICATION OF
                          BONDS OF THE EXCHANGE SERIES

         In addition to any bonds of any series which may from time to time be
executed by the Company and authenticated and delivered by the Trustee upon
compliance with the provisions of the Mortgage and/or of any indenture
supplemental thereto, bonds of the Exchange Series of an aggregate principal
amount not exceeding the principal amount of the bonds of the Original Series
that were tendered in the Exchange Offer shall forthwith be executed by the
Company and delivered to the Trustee, and the Trustee shall thereupon, whether
or not this Supplemental Indenture shall have been recorded, authenticate and
deliver said bonds to or upon the written order of the President, a Vice
President, or the Treasurer of the Company, under the terms and provisions of
paragraph (d) of Section 3 of Article II of the Mortgage, as amended.

                                  ARTICLE IV .

                           REDEMPTION OF BONDS OF THE
                                 EXCHANGE SERIES

         Section 1. The bonds of the Exchange Series shall be redeemable, at the
option of the Company, as a whole or in part, at any time upon notice sent by
the Company through the mail, postage prepaid, at least thirty (30) days and not
more than forty-five (45) days prior to the date fixed for redemption, to the
registered holder of each bond to be redeemed in whole or in part, addressed to
such holder at his address appearing upon the registration books, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
bonds to be redeemed, plus accrued interest to the redemption date, or (2) as
determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the bonds to be
redeemed (not including any portion of payments of interest accrued as of the
redemption date) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 30 basis points, plus accrued interest to the redemption
date. Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the bonds of this
series or portions of the bonds of this series called for redemption.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the redemption date.

                                       25
<PAGE>

         "Business Day" means any day that is not a day on which banking
institutions in New York City are authorized or required by law or regulation to
close.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the bonds of this series that would be used, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
bonds of the Exchange Series.

         "Comparable Treasury Price" means, with respect to any redemption date:

         o        the average of the Reference Treasury Dealer Quotations for
                  that redemption date, after excluding the highest and lowest
                  of the Reference Treasury Dealer Quotations; or

         o        if the Trustee obtains fewer than three Reference Treasury
                  Dealer Quotations, the average of all Reference Treasury
                  Dealer Quotations so received.

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

         "Reference Treasury Dealer" means (1) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and First Union Securities, Inc. and their
respective successors, unless any of them ceases to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), in which case
the Company shall substitute another Primary Treasury Dealer; and (2) any other
Primary Treasury Dealer selected by the Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.

         Section 2. In case the Company shall desire to exercise such right to
redeem and pay off all or any part of such bonds of the Exchange Series as
hereinbefore provided it shall comply with all the terms and provisions of
Article III of the Mortgage, as amended, applicable thereto, and such redemption
shall be made under and subject to the terms and provisions of Article III and
in the manner and with the effect therein provided, but at the time or times and
upon mailing of notice, all as hereinbefore set forth in Section 1 of this
Article. No publication of notice of any redemption of any bonds of the Exchange
Series shall be required.

                                  ARTICLE V .

                       CERTAIN EVENTS OF DEFAULT; REMEDIES

         Section 1. So long as any bonds of the Exchange Series remain
outstanding, in case one or more of the following events shall happen, such
events shall, in addition to the events of default heretofore enumerated in
paragraphs (a) throughout (d) of Section 2 of Article VIII of the


                                       26
<PAGE>

Mortgage, constitute an "event of default" under the Mortgage, as fully as if
such events were enumerated therein:

                  (e) default shall be made in the due and punctual payment of
         the principal (including the full amount of any applicable optional
         redemption price) of any bond or bonds of the Exchange Series whether
         at the maturity of said bonds, or at a date fixed for redemption of
         said bonds, or any of them, or by declaration as authorized by the
         Mortgage;

         Section 2. So long as any bonds of the Exchange Series remain
outstanding, Section 10 of Article VIII of the Mortgage, as heretofore amended,
is hereby further amended by inserting in the first paragraph of such Section
10, immediately after the words "as herein provided," at the end of clause (2)
thereof, the following:

         "or (3) in case default shall be made in any payment of any interest on
any bond or bonds secured by this indenture or in the payment of the principal
(including any applicable optional redemption price) of any bond or bonds
secured by this indenture, where such default is not of the character referred
to in clause (1) or (2) of this Section 10 but constitutes an event of default
within the meaning of Section 2 of this Article VIII."



                                  ARTICLE VI .

                             CONCERNING THE TRUSTEE

         The Trustee hereby accepts the trust herein declared and provided and
agrees to perform the same upon the terms and conditions set forth in the
Mortgage, as amended and supplemented, and upon the following terms and
conditions:

         The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity of this Supplemental Indenture or the due execution
hereof by the Company or for or in respect of the recitals contained herein, all
of which recitals are made by the Company solely.

                                 ARTICLE VII .

                                  MISCELLANEOUS

         Section 1. Unless otherwise clearly required by the context, the term
"Trustee," or any other equivalent term used in this Supplemental Indenture,
shall be held and construed to mean the trustee under the Mortgage for the time
being whether the original or a successor trustee.

         Section 2. The headings of the Articles of this Supplemental Indenture
are inserted for convenience of reference only and are not to be taken to be any
part of this Supplemental Indenture or to control or affect the meaning of the
same.

                                       27
<PAGE>

         Section 3. Nothing expressed or mentioned in or to be implied from this
Supplemental Indenture or in or from the bonds of the Exchange Series is
intended, or shall be construed, to give any person or corporation, other than
the parties hereto and their respective successors, and the holders of bonds
secured by the Mortgage and the indentures supplemental thereto, any legal or
equitable right, remedy or claim under or in respect of such bonds or the
Mortgage or any indenture supplemental thereto, or any covenant, condition or
provision therein or in this Supplemental Indenture contained. All the
covenants, conditions and provisions thereof and hereof are for the sole and
exclusive benefit of the parties hereto and their successors and of the holders
of bonds secured by the Mortgage and indentures supplemental thereto.

         Section 4. This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all collectively but one
instrument.

         Section 5. This Supplemental Indenture is dated and shall be effective
as of October 1, 2002.



                [Remainder of this page intentionally left blank]

                                       28
<PAGE>



         IN WITNESS WHEREOF, the parties of the first and second parts hereto
have caused their corporate seals to be hereunto affixed and the President or a
Vice President of the party of the first part and the President or a Vice
President of the party of the second part, under and by the authority vested in
them, have hereto affixed their signatures and their Secretaries or Assistant
Secretaries have duly attested the execution hereof the 1st day of October,
2002.



                                   PECO ENERGY COMPANY



                                   By
                                      --------------------------------
                                      F. F. Frankowski
                                      Vice President

                                   [SEAL]



                                   Attest
                                         -----------------------------
                                         T. D. Cutler
                                         Assistant Secretary



                                   WACHOVIA BANK, NATIONAL ASSOCIATION



                                   By
                                      --------------------------------
                                      G. J. Rayzis
                                      Vice President

[SEAL]



                                   Attest
                                         -----------------------------
                                         J. M. Matthews
                                         Assistant Secretary


                                       29
<PAGE>

COMMONWEALTH OF PENNSYLVANIA

                                  ss.

COUNTY OF PHILADELPHIA

         BE IT REMEMBERED, that on the 1st day of October, 2002, before me, a
Notary Public in and for said County and Commonwealth, residing in Philadelphia,
personally came T. D. Cutler, who being duly sworn according to law deposes and
says that he was personally present and did see the common or corporate seal of
the above named PECO Energy Company affixed to the foregoing Supplemental
Indenture, that the seal so affixed is the common or corporate seal of the said
Wachovia Bank, National Association, and was so affixed by the authority of the
said corporation as the act and deed thereof; that the above named F. F.
Frankowski is a Vice President of the said corporation, and did sign the said
Supplemental Indenture as such in the presence of this deponent that this
deponent is Assistant Secretary of the said corporation; and the name of the
deponent, above signed in attestation of the due execution of the said
Supplemental Indenture, is in this deponent's own proper handwriting.

         Sworn to and subscribed before me the day and year aforesaid.


                   ___________________________________________

                                  Notarial Seal
                                 _______________
                      Notary Public, City of Philadelphia,
                               Philadelphia County
                       My Commission Expires ______, ____

[SEAL]

                                       30
<PAGE>


COMMONWEALTH OF PENNSYLVANIA

                                  ss.

COUNTY OF PHILADELPHIA

         BE IT REMEMBERED, that on the 1st day of October, 2002, before me, the
subscriber, a Notary Public in and for said County and Commonwealth, residing in
Philadelphia, personally came J. M. Matthews, who being duly sworn according to
law deposes and says that he was personally present and did see the common or
corporate seal of the above named First Union National Bank affixed to the
foregoing Supplemental Indenture, that the seal so affixed is the common or
corporate seal of the said Wachovia Bank, National Association and was so
affixed by the authority of the said corporation as the act and deed thereof,
that the above named G. J. Rayzis is a Vice President of the said corporation,
and did sign the said Supplemental Indenture as such in the presence of this
deponent; that this deponent is an Assistant Secretary of the said corporation;
and that the name of this deponent, above signed in attestation of the due
execution of the said Supplemental Indenture, is in this deponent's own proper
handwriting.

         Sworn to and subscribed before me the day and year aforesaid.

         I hereby certify that I am not an officer of director of said Wachovia
Bank, National Association.


                   ___________________________________________

                                  Notarial Seal
                          _____________, Notary Public
                    City of Philadelphia, Philadelphia County
                       My Commission Expires ______, ____

[SEAL]


                                       31
<PAGE>

                            CERTIFICATE OF RESIDENCE

         Wachovia Bank, National Association, Mortgagee and Trustee within
named, hereby certifies that its precise residence in the City of Philadelphia
is N.E. Cor. Broad and Walnut Streets in the City of Philadelphia, Pennsylvania.



                                        WACHOVIA BANK, NATIONAL ASSOCIATION





                                        By
                                          --------------------------------------
                                             G. J. Rayzis
                                             Vice President


                                       32