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Exhibit 10-1 AMENDED AND RESTATED POWER PURCHASE AGREEMENT As Amended and Restated as of April 30, 2004 Between Exelon Generation Company, LLC and Commonwealth Edison Company




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Table of Contents 1. Definitions and Interpretation
    
    
    1(a) Definitions
    
    
    1(b) Interpretation
    
    
    5(c) Titles and Headings
    
    
    52. Term
    
    
    5(a) Term
    
    
    5(b) Provisions Surviving Termination
    
    
    5(c) Pricing Term
    
    
    53. Products
    
    
    5(a) Electric Energy
    
    
    6(b) Capacity
    
    
    6(c) Ancillary Services
    
    
    6(d) Black Start Capability and Service
    
    
    6(e) Procurement
    
    
    64. Transmission
    
    
    6(a) Network Transmission Service Procurement
    
    
    6(b) Fixed Transmission Rights
    
    
    65. Operating Procedures
    
    
    76. Deliveries and Title
    
    
    77. Billing
    
    
    7(a) Invoices
    
    
    7(b) Disputes
    
    
    7(c) Offsetting Charges
    
    
    8(d) Records; Inspection
    
    
    88. Compensation
    
    
    8(a) Energy
    
    
    8(b) Capacity
    
    
    9(c) Ancillary Services
    
    
    9(d) Black Start Service
    
    
    9(e) PJM Invoice
    
    
    10(f) Decommissioning Costs
    
    
    109. Limitation of Liability
    
    
    1010. Assignment
    
    
    10
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11. Default; Termination and Remedies
    
    
    11(a) ExGens Default
    
    
    11(b) ComEds Default
    
    
    11(c) Remedies and Remedies Cumulative
    
    
    1212. Representations and Warranties
    
    
    12(a) Representations and Warranties of ExGen
    
    
    12(b) Representations and Warranties of ComEd
    
    
    1313. Indemnification
    
    
    1314. Notices
    
    
    1415. Disagreements
    
    
    15(a) Administrative Committee Procedure
    
    
    15(b) Arbitration
    
    
    15(c) Obligations to Pay Charges and Perform
    
    
    17(d) Preliminary Injunctive Relief
    
    
    17(e) Settlement Discussions
    
    
    1716.Governing Law
    
    
    1717.No Third Party Beneficiaries
    
    
    1718.Partial Invalidity
    
    
    1719.Waivers
    
    
    1820.WAIVER OF JURY TRIAL
    
    
    1821.Amendments
    
    
    1822.Entire Agreement and Amendments
    
    
    19
 APPENDIX: Appendix A: Prices from Effective Date through December 31, 2004 Appendix B: Prices from January 1, 2005 through December 31, 2005 Appendix C: Prices from January 1, 2006 through December 31, 2006 ii




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AMENDED AND RESTATED POWER PURCHASE AGREEMENT THIS AMENDED AND RESTATED POWER PURCHASE AGREEMENT (this Agreement) is
entered into this 30th day of April, 2004 and will be effective as of the
Effective Date, as defined herein, between EXELON GENERATION COMPANY, LLC, a
Pennsylvania limited liability company (ExGen), and COMMONWEALTH EDISON
COMPANY, an Illinois corporation (ComEd), amends and restates the Power
Purchase Agreement dated January 1, 2001 (Initial Agreement) and amends and
restates and incorporates herein provisions of the Ancillary and Other Control
Area Services Resource Purchase Agreement entered into on or about January 1,
2001 (Ancillary Agreement); W I T N E S S E T H: WHEREAS, ComEd desires to receive and purchase, and ExGen desires to
deliver and sell, electric energy, capacity and ancillary services as necessary
to meet ComEds requirements to serve its retail and wholesale customers as
provided for under the terms and conditions set forth herein; and WHEREAS, ComEd intends to become a member of PJM, to transfer functional
control of its transmission system to PJM and to participate in the PJM
Interchange Energy Market and certain other PJM markets; and WHEREAS, the parties desire to amend and restate the Initial Agreement and
the Ancillary Agreement to establish pricing, terms and conditions for the
purchase and sale of electric energy and related capacity and ancillary
services in 2005 and 2006 and to comply with the requirements of PJM. NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the parties hereto agree as follows: 1. Definitions and Interpretation (a) Definitions. As used in this Agreement, (i) the terms set forth below
in this Section 1(a) shall have the respective meanings so set forth and (ii)
the terms defined elsewhere in this Agreement shall have the meanings therein
so specified. Ancillary Services has the meaning specified in the PJM OATT. Bankruptcy means any case, action or proceeding under any
bankruptcy, reorganization, debt arrangement, insolvency or receivership
law or any dissolution or liquidation proceeding commenced by or against
a Person and, if such case, action or proceeding is not commenced by such
Person, such case or proceeding shall be consented to or acquiesced in by
such Person or shall result in an order for relief or shall remain
undismissed for 90 days. Black
Start Service has the meaning specified in the PJM OATT. 1




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Business Day means each weekday (Monday through Friday), excluding
NERC defined holidays. Capacity means Capacity Credits or Capacity Resources or a
combination thereof. Capacity Credits has the meaning specified in the Reliability
Assurance Agreement. Capacity Resources has the meaning specified in the Reliability
Assurance Agreement. Change of Law means the adoption, promulgation, modification or
reinterpretation by a Governmental Authority of any law, rule,
regulation, ordinance, order or other Requirement of Law that occurs
subsequent to the date of execution of this Agreement. ComEd Event of Default has the meaning specified in Section 11(b). Concluding Term means the period from January 1, 2005 through
December 31, 2006. CPT means Central Prevailing Time. Day 2 means the moment at which the ComEd control area is
integrated into the PJM Interchange Energy Market. Default Rate means (i) the Prime Rate as published from time to
time in the Money Rates section of The Wall Street Journalplus (ii)
1.0% (100 basis points) per annum. Delivery Point means the ComEd Zone as defined by PJM. Effective Date means the date on which Day 2 occurs. Electric Energy means three-phase, sixty-cycle alternating current
electric energy, expressed in megawatt hours. Electric Energy Prices has the meaning specified in Appendix A. ExGen Event of Default has the meaning specified in Section 11(a). FERC means the Federal Energy Regulatory Commission. 2




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FTRs means Fixed Transmission Rights as defined by PJM, or any
product that either replaces FTRs or is in addition to FTRs, used to
mitigate congestion risk. Governmental Authority means any foreign, federal, state, local or
other governmental authority or regulatory agency, commission,
department, or other governmental subdivision, court, tribunal or body. HEP means ComEds retail Rate HEP, Hourly Energy Pricing, as on
file with the Illinois Commerce Commission. ICC means the Illinois Commerce Commission. Initial Term means the period from the Effective Date through
December 31, 2004. MEP means ComEds retail Rate MEP, Monthly Energy Pricing, as may
be on file with the Illinois Commerce Commission. MVEC
means Market Value Energy Charges as determined in accordance
with ComEds Rate CTC-Customer Transition Charge, Rider CTC-MY-Customer
Transition Charge Multi-Year and Rider PPO-Power Purchase Option (Market
Index) as on file or as may be filed with the Illinois Commerce
Commission. NERC means the North American Electric Reliability Council, its
successor or the Regional Reliability Council of NERC to which ComEd is a
member. Network Transmission Service means Network Integration
Transmission Service, or any successor service, as defined by the PJM
OATT or any successor tariff under which service is provided over the
ComEd transmission system. Off-Peak Period means any time that is not an On-Peak Period or a
Partial-Peak Period. On-Peak Period means, with respect to each Business Day, the time
from Hour Ending 0700 CPT through Hour Ending 2200 CPT. Partial-Peak Period means, with respect to each day that is not a
Business Day, the time from Hour Ending 0700 CPT through Hour Ending 2200
CPT. 3




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Party shall mean each, and Parties shall mean all, of ExGen and
its successors and permitted assigns and ComEd and its successors and
permitted assigns. Person means any natural person, corporation, partnership, firm,
association, trust, unincorporated organization, Governmental Authority
or any other entity whether acting in an individual, fiduciary or other
capacity. PJM means PJM Interconnection L.L.C., a Delaware limited liability
company. PJM OATT means the PJM Open Access Transmission Tariff, or its
successor. Prudent Utility Practices means any of the practices, methods and
acts engaged in or approved by a significant portion of the electric
utility industry in the United States of America during the relevant time
period, or any of the practices, methods or acts which, in the exercise
of reasonable judgment in light of the facts known at the time the
decision was made, could have been expected to accomplish the desired
result at a reasonable cost consistent with good business practices,
reliability, safety and expedition. Prudent Utility Practices is not
intended to be limited to the optimum practice, method or act to the
exclusion of all others, but rather to be acceptable practices, methods
or acts generally accepted in the electric utility industry in the United
States of America. Reliability Assurance Agreement means the PJM Reliability
Assurance Agreement applicable to ComEd. Requirement of Law means any foreign, federal, state and local
laws, statutes, regulations, rules, codes or ordinances enacted, adopted,
issued or promulgated by any federal, state, local or other governmental
authority or regulatory body (including those pertaining to electrical,
building, zoning, environmental and occupational safety and health
requirements) or an applicable tariff filed with any federal, state,
local or other governmental authority or regulatory body. Taxes means all federal, state, local, foreign and other net
income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, withholding, payroll, employment, excise, property,
customs, duties or other taxes, fees, assessments or charges of any kind
whatsoever, together with any interest and any penalties, additions to
tax or additional amount with respect thereto. Term has the meaning specified in Section 2. 4




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(b) Interpretation. In this Agreement, unless a clear contrary intention
appears: (i) the singular includes the plural and vice versa; (ii) reference
to any Person includes such Persons successors and assigns but, in the case of
a Party, only if such successors and assigns are permitted by this Agreement,
and reference to a Person in a particular capacity excludes such Person in any
other capacity or individually; (iii) reference to any gender includes each
other gender; (iv) reference to any agreement (including this Agreement),
document, instrument or tariff means such agreement, document, instrument or
tariff as amended or modified and in effect from time to time in accordance
with the terms thereof and, if applicable, the terms hereof; (v) reference to
any Requirement of Law means such Requirement of Law as amended, modified,
codified or reenacted, in whole or in part, and in effect from time to time,
including, if applicable, rules and regulations promulgated thereunder; (vi)
reference to any Section means such Section of this Agreement, and references
in any Section or definition to any clause means such clause of such Section or
definition; (vii) hereunder, hereof, hereto and words of similar import
shall be deemed references to this Agreement as a whole and not to any
particular Section or other provision hereof or thereof; (viii) including
(and with correlative meaning include) means including without limiting the
generality of any description preceding such term; and (ix) relative to the
determination of any period of time, from means from and including, to
means to but excluding and through means through and including. (c) Titles and Headings. Section and Appendix titles and headings in this
Agreement are inserted for convenience of reference only and are not intended
to be a part of, or to affect the meaning or interpretation of, this Agreement. 2. Term (a) Term. This Agreement shall have a term (the Term) commencing on the
Effective Date and ending on December 31, 2006, unless terminated earlier as
provided in Section 11(c). (b) Provisions Surviving Termination. The provisions of Sections 7(d)
(Records; Inspection), 9 (Limitation of Liability), 11 (Default, Termination
and Remedies), 13 (Indemnification) and 15 (Disagreements) shall survive any
termination of this Agreement. (c) Pricing Term. The Parties agree that the pricing herein shall not set
a binding precedent for the prices established with respect to any power and
energy services procured by ComEd to meet its retail and wholesale load serving
obligations after 2006, nor shall this Agreement bind the Parties to transact
for similar arrangements with each other subsequent to 2006. 3. Product For the Term, ExGen shall provide to ComEd, and ComEd shall purchase from
ExGen, Electric Energy, Capacity, Ancillary Services and Black Start Service as 5




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provided for herein. The Parties agree that ExGen will only be excused
from its obligations to provide such products to ComEd if so directed by PJM,
or the system operator equivalent, or any authorized Governmental Authority due
to system emergencies. (a) Electric Energy. ExGen will sell and deliver at the Delivery Point,
and ComEd will accept and purchase, an amount of Electric Energy as required
for ComEd to fulfill its obligation to provide Electric Energy to its retail
and wholesale customers (after taking into account deliveries from other
Persons of Electric Energy that ComEd is required to accept under any
Requirement of Law). (b) Capacity. ExGen will sell and make available, and ComEd will accept
and purchase, the amount of Capacity necessary for ComEd to fulfill its
Capacity obligation as defined by PJM to meet its retail and wholesale load
obligations (after taking into account deliveries from other Persons of
Capacity that ComEd is required to accept under any Requirement of Law). (c) Ancillary Services. ComEd will purchase directly from PJM all
Ancillary Services determined by PJM to be necessary in order for ComEd to meet
its retail and wholesale load obligations, unless otherwise directed by ExGen,
which retains the right to cause ComEd to purchase such services, in whole or
in part, from ExGen or any other third party, including PJM. (d) Black Start Service. ComEd will purchase directly from PJM all Black
Start Service determined by PJM to be necessary in order for ComEd to meet its
retail and wholesale load obligations, unless otherwise directed by ExGen,
which retains the right to cause ComEd to purchase such services, in whole or
in part, from ExGen or any other third party, including PJM. (e) Procurement. ExGen will fulfill its obligations to ComEd under this
Agreement through a supply portfolio that includes, but will not be limited to,
owned, contracted and market resources. ExGen, at its own discretion, will
determine the composition of this supply portfolio. 4. Transmission (a) Network Transmission Service Procurement. ComEd shall procure any
Network Transmission Service required to fulfill its retail and wholesale load
obligations. (b) Fixed Transmission Rights. ComEd will assign to ExGen, in accordance
with PJM procedures, any FTRs obtained by ComEd, including but not limited to,
FTRs obtained as a result of ComEds retail and wholesale obligations, ComEds
Network Transmission Service position and ExGens Capacity Resources. If FTRs
are not assignable, ExGen will act as ComEds agent regarding the disposition
of FTRs. In either case, ExGen will manage the designation and the use of these
FTRs for ComEd. ExGen will receive all the financial benefits and pay all the
associated costs, including the 6




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distribution of excess transmission congestion charges, associated with the
ownership of these FTRs. 5. Operating Procedures ComEd and ExGen will jointly develop operating procedures and processes
(Operating Procedures) that will cover the protocol under which the Parties
will perform their respective obligations under this Agreement. Such procedures
and processes will include, but will not be limited to: (1) forecasting and
scheduling, (2) utilization of ComEds curtailable load resources, (3) network
resource designation, (4) billing, (5) procedures for bidding in generation and
load into PJM and (6) mutual support for providing information as may be
required to PJM, NERC or any Governmental Authority, as required or considered
necessary by ExGen or ComEd. 6. Deliveries and Title ExGen shall deliver Electric Energy, and other products where applicable,
to ComEd and title to such Electric Energy and other products shall pass to
ComEd at the Delivery Point. 7. Billing (a) Invoices. (i) Within ten days after the end of each calendar month, ExGen
shall render an invoice to ComEd setting forth (a) all amounts due to
ExGen pursuant to this Agreement for the immediately preceding calendar
month and all amounts remaining unpaid from previous calendar months and
(b) the amount, if any, by which the amount set forth pursuant to clause
(a) has been reduced as a result of an offset calculated in accordance
with Section 7(c). Failure by ExGen to render an invoice within such
ten-day period shall not preclude ExGen from subsequently rendering an
invoice for the relevant calendar month. (ii) ComEd shall pay any balance set forth in any such invoice by
wire transfer of immediately available funds to the account specified in
the invoice within ten days after receipt of the invoice, subject to the
provisions of Section 7(b). (b) Disputes. Within ten days after receiving an invoice pursuant to
Section 7(a), ComEd may by written notice to ExGen dispute, in good faith, any
amount set forth in such invoice, providedthat ComEd shall pay all undisputed
amounts in accordance with Section 7(a)(ii). If the dispute relates to any
charge payable by ComEd to ExGen hereunder, and such dispute its not resolved
by the Parties within five days of the receipt of written notice by ExGen, then
the dispute shall be resolved as provided in Section 15. If the dispute (or
any portion thereof) is resolved against ComEd, ComEd shall within three days
of the date of such resolution pay to ExGen amounts corresponding to such 7




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portion of the dispute which has been resolved against ComEd plus interest on
such amounts from the date payable pursuant to Section 7(a) through the date
paid at the Default Rate. (c) Offsetting Charges. Each Party shall have the right to set-off
against amounts payable to the other Party (i) any amounts paid by such Party
for, or on behalf of, such other Party, (ii) any amounts due such Party from
such other Party, whether under this Agreement or otherwise, and (iii) any
overpayment by such Party to such other Party which is either undisputed by
such other Party or which has been determined to constitute an overpayment in
accordance with Section 7(b). (d) Records; Inspection. (i) Each Party shall keep and maintain all records as may be
necessary or useful in performing or verifying any calculations or
charges made pursuant to this Agreement, or in verifying such Partys
performance hereunder. All such records shall be retained by each Party
for at least three calendar years following the calendar year in which
such records were created. Each Party shall make such records available
to the other Party for inspection and copying at the other Partys
expense, upon reasonable notice during such Partys regular business
hours. Each Party and its agents, including auditors, shall have the
right, upon thirty days written notice prior to the end of an applicable
three calendar year period to request copies of such records. Each Party
shall provide such copies, at the other Partys expense, within thirty
days of receipt of such notice or shall make such records available to
the other Party and its agents, including auditors, in accordance with
the foregoing provisions of this Section. (ii) Each Party (and its representative(s)) shall have the right, at
its sole expense, upon reasonable notice and during normal working hours,
to examine the records of the other Party to the extent reasonably
necessary to verify the accuracy of any statement, charge or computation
relating to charges under this Agreement. 8. Compensation (a) Energy (i) During the Initial Term for Electric Energy sold to ComEd under
this Agreement for Peak, Partial-Peak and Off-Peak Periods, ComEd shall
pay ExGen in each month an amount equal to the product of the number of
megawatt-hours delivered to ComEd during each such period multiplied by
the respective price per megawatt hour for each such period in the
applicable calendar month as shown in Appendix A. (ii) In respect of each calendar month during the Concluding Term,
ComEd shall pay ExGen for Electric Energy sold to ComEd under this
Agreement 8




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to meet ComEds obligations to serve its retail and wholesale
customers, except for such customers taking service under the retail
Rates HEP or MEP, an amount established consistent with the through the
transition period Multi-Year MVECs established on or about April 1, 2003
for 2005 and 2006, including all adders in accordance with Rider
CTC-MY-Customer Transition Charge-Multi-Year, as on file with the ICC.
The price will reflect delivery at the Delivery Point. Initially
determined prices are shown in Appendixes B and C. Prices may be further
adjusted to ensure consistency between the prices herein and the MVEC
prices in the event such MVEC prices are further adjusted to reflect
requirements imposed by PJM or as part of FERCs standard market design
that result in costs or credits not represented in the MVEC methodology.
Such MVEC prices shall be the basis to set monthly On-Peak, Partial-Peak
and Off-Peak Energy Prices for the Concluding Term in this Agreement. For
Electric Energy required to serve ComEd customers taking service under
Rates HEP and MEP or their successor tariffs during the Concluding Term,
Electric Energy prices equal to the energy prices found in those tariffs,
including any administrative adders, adjusted as necessary for receipt at
the Delivery Point, shall apply. (b) Capacity (i) The charges for Capacity provided by ExGen to ComEd during the
Initial Term are contained within the Electric Energy Prices in Appendix
A. (ii) ComEd shall pay ExGen a price for Capacity during the
Concluding Term equal to the 2005 and 2006 price for Capacity as
reflected in the capacity adjustments made to the through the transition
period multi-year MVEC established on or about April 1, 2003. (c) Ancillary Services. (i) Charges for Ancillary Services provided by ExGen, excluding
Black Start Service, to ComEd during the Initial Term are contained
within the Electric Energy Prices in Appendix A. (ii) For Ancillary Services provided to ComEd directly from ExGen
during the Concluding Term, ComEd shall pay ExGen for such Ancillary
Services at the price as determined by PJM, whether such charges are
based on tariff or market rates. (d) Black Start Service. (i) Notwithstanding ComEds limited authority to purchase Black
Start Service directly from PJM pursuant to Section 3(d) herein, ComEd
shall pay to ExGen $35,976.67 monthly for Black Start Service during the
Initial Term. ExGen shall reimburse ComEd for Black Start Service
payments made directly to PJM and ComEd shall receive such reimbursements
as an adjustment to ExGens invoices in accordance with Section 8(e)(i). 9




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(ii) For Black Start Service provided to ComEd directly from ExGen
during the Concluding Term, ComEd shall pay ExGen the price as determined
by PJM, whether such charges are based on tariff or market rates. (e) PJM Invoices (i) During the Initial Term, ComEd shall be responsible for amounts
invoiced directly by PJM to ComEd. In the event ComEds invoice from PJM
includes charges or credits for services or products that are related to
ComEds Capacity, Electric Energy, Ancillary Service or Black Start
Service consumption from or supply to PJM (e.g., Congestion, Spot Market
Energy, Capacity Credit Market, and Reconciliation), ComEd shall pay such
charges and receive such credits. ExGens invoice to ComEd shall include
adjustments to reflect ComEds payment or receipt of such charges and
credits. (ii) During the Concluding Term, ComEd shall be responsible for
amounts invoiced from PJM directly to ComEd. In the event ComEds
invoice from PJM includes charges or credits for services or products
that are related to ComEds Capacity and Electric Energy consumption from
or supply to PJM (e.g., Congestion, Spot Market Energy, Capacity Credit
Market, and Reconciliation), ComEd shall pay such charges and receive
such credits. ExGens invoice to ComEd shall include adjustments to
reflect ComEds payment and receipt of such charges or credits. (f) Decommissioning Costs. The prices set forth in this Section 8 do not
include any recovery of Illinois jurisdictional decommissioning costs. 9. Limitation of Liability In no event or under any circumstances shall either Party (including such
Partys affiliates and such Partys and such affiliates respective directors,
officers, employees and agents) be liable to the other Party (including such
Partys affiliates and such Partys and such affiliates respective directors,
officers, employees and agents) for any special, incidental, exemplary,
indirect, punitive or consequential damages or damages in the nature of lost
profits, whether such loss is based on contract, warranty or tort (including
intentional acts, errors or omissions, negligence, indemnity, strict liability
or otherwise). A Partys liability under this Agreement shall be limited to
direct, actual damages, and all other damages at law or in equity are waived. 10. Assignment Neither Party may assign its rights or obligations under this Agreement
without the prior written consent of the other Party, which shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, a Party shall
have the right to assign its rights 10




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and obligations hereunder without the consent of the other Party to any
affiliate of such Party. 11. Default; Termination and Remedies. (a) ExGens Default. The occurrence and continuation of any of the
following events or circumstances at any time during the Term, except to the
extent caused by, or resulting from, an act or omission of ComEd in breach of
this Agreement, shall constitute an event of default by ExGen (ExGen Event of
Default): (i) ExGen fails to pay any sum due from it hereunder on the due date
thereof and such failure is not remedied within 10 Business Days after
receipt of written notice thereof from ComEd; (ii) ExGens Bankruptcy; or (iii) ExGen fails in any material respect to perform or comply with
any other obligation in this Agreement on its part to be observed or
performed which failure materially and adversely affects ComEd, and if
reasonably capable of remedy, is not remedied within 60 days after ComEd
has given written notice to ExGen of such failure and requiring its
remedy; provided, however, that if such remedy cannot reasonably be cured
within such period of 60 days, such failure shall not constitute a ExGen
Event of Default if ExGen has promptly commenced and is diligently
proceeding to cure such default. (b) ComEds Default. The occurrence and continuation of any of the
following events or circumstances at any time during the Term, except to the
extent caused by, or resulting from, an act or omission of ExGen in breach of
this Agreement, shall constitute an event of default by ComEd (ComEd Event of
Default): (i) ComEd fails to pay any amount due from it pursuant to Section 9
hereof on the due date thereof and such failure is not remedied within 10
Business Days after receipt of written notice thereof from ExGen; (ii) ComEds Bankruptcy; or  (iii)
    
    ComEd fails in any material respect to perform
or comply with any other obligation in this Agreement on its
part to be observed or performed which failure materially and
adversely affects ExGen, and if reasonably capable of remedy,
is not remedied within 60 days after ExGen has given written
notice to ComEd of such failure and requiring its remedy;
provided, however, that if such remedy cannot reasonably be
cured within such period of 60 days, such failure shall not
constitute a ComEd Event of Default if ComEd has promptly
commenced and is diligently proceeding to cure such default. 11




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(c) Remedies and Remedies Cumulative. Upon the occurrence and during the
continuation of a ExGen Event of Default, ComEd may at its discretion (i)
terminate this Agreement upon 30 days prior written notice to ExGen and (ii)
exercise any other rights and remedies available to it at law or in equity.
Upon the occurrence and during the continuation of a ComEd Event of Default,
ExGen may seek money damages from ComEd but may not terminate this Agreement 12. Representations and Warranties (a) Representations and Warranties of ExGen. ExGen hereby makes the
following representations and warranties to ComEd: (i) ExGen is a limited liability company duly organized and validly
existing under the laws of the Commonwealth of Pennsylvania and has the
legal power and authority to own its properties, to carry on its business
as now being conducted and to enter into this Agreement and carry out the
transactions contemplated hereby and perform and carry out all covenants
and obligations on its part to be performed under and pursuant to this
Agreement. (ii) The execution, delivery and performance by ExGen of this
Agreement have been duly authorized by all necessary corporate action. (iii) The execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby and the fulfillment of and
compliance with the provisions of this Agreement, do not and will not
conflict with or constitute a breach of or a default under, any of the
terms, conditions or provisions of any legal requirements, or any
organizational documents, agreement, deed of trust, mortgage, loan
agreement, other evidence of indebtedness or any other agreement or
instrument to which ExGen is a party or by which it or any of its
property is bound, or result in a breach of or a default under any of the
foregoing. (iv) This Agreement constitutes the legal, valid and binding
obligation of ExGen enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws relating to or affecting the enforcement
of creditors rights generally or by general equitable principles,
regardless of whether such enforceability is considered in a proceeding
in equity or at law. (v) There is no pending, or to the knowledge of ExGen, threatened
action or proceeding affecting ExGen before any Governmental Authority,
which purports to affect the legality, validity or enforceability of this
Agreement. (vi) ExGen has all necessary approvals from Governmental Authorities
for it to perform its obligations under this Agreement. 12




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(b) Representations and Warranties of ComEd. ComEd hereby makes the
following representations and warranties to ExGen: (i) ComEd is a corporation duly organized, validly existing and in
good standing under the laws of the State of Illinois and has the legal
power and authority to own its properties, to carry on its business as
now being conducted and to enter into this Agreement and carry out the
transactions contemplated hereby and perform and carry out all covenants
and obligations on its part to be performed under and pursuant to this
Agreement. (ii) The execution, delivery and performance by ComEd of this
Agreement have been duly authorized by all necessary corporate action. (iii) The execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby and the fulfillment of and
compliance with the provisions of this Agreement do not and will not
conflict with or constitute a breach of or a default under, any of the
terms, conditions or provisions of any legal requirements, or its
articles of incorporation or bylaws, or any deed of trust, mortgage, loan
agreement, other evidence of indebtedness or any other agreement or
instrument to which ComEd is a party or by which it or any of its
property is bound, or result in a breach of or a default under any of the
foregoing. (iv) This Agreement constitutes the legal, valid and binding
obligation of ComEd enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws relating to or affecting the enforcement
of creditors rights generally or by general equitable principles,
regardless of whether such enforceability is considered in a proceeding
in equity or at law. (v) There is no pending, or to the knowledge of ComEd, threatened
action or proceeding affecting ComEd before any Governmental Authority,
which purports to affect the legality, validity or enforceability of this
Agreement. (vi) ComEd has all necessary approvals from Governmental Authorities
for it to perform its obligations under this Agreement. 13. Indemnification Each Party shall indemnify and hold harmless the other Party, and its
officers, directors, agents and employees, from and against any and all claims,
demands, actions, losses, liabilities, expenses (including reasonable legal
fees and expenses), suits and proceedings of any nature whatsoever for personal
injury, death or property damage to each others property or facilities or
personal injury, death or property damage to third parties caused by the
negligence or willful misconduct of the indemnifying Party that 13




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arise out of or are in any manner connected with the performance of this
Agreement, except to the extent such injury or damage is attributable to the
negligence or willful misconduct of, or breach of this Agreement by, the Party
seeking indemnification hereunder. Title, and all risk relating to, all
Electric Energy purchased by ComEd under this Agreement shall pass to ComEd at
the applicable Delivery Point. ComEd shall indemnify ExGen for liability from
Electric Energy once sold and delivered as set forth in Section 6(a); and ExGen
shall indemnify ComEd for liability from Electric Energy prior to its delivery. 14. Notices Unless otherwise provided in this Agreement, any notice, consent or other
communication required to be made under this Agreement shall be in writing and
shall be sent by facsimile transmission, delivered or sent to the address set
forth below or such other address as the receiving Party may from time to time
designate by written notice: If to ComEd, to: Commonwealth Edison Company
One Financial Place
440 S. LaSalle Street
Suite 3300
Chicago, Illinois 60605
Attention: President
Facsimile No.: (312) 394-5219
Confirmation No.: (312) 394-3735 with a copy to: Commonwealth Edison Company
One Financial Place
440 South LaSalle Street
Suite 3300
Chicago, Illinois 60605
Attention: Vice President, Energy Acquisition
Facsimile: (312) 394-5219
Confirmation: (312) 394-3735 14




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If to ExGen, to: Exelon Generation Company, LLC
4300 Winfield Road
Warrenville, Illinois 60555
Attention: Chief Executive Officer and President
Facsimile: (630) 657-4321
Confirmation: (630) 657-3750 with a copy to: Exelon Generation Company, LLC
300 Exelon Way
Kennett Square, PA 19348
Attention: President, Exelon Power Team
Facsimile: (610) 765-6633
Confirmation: (610) 765-6600 All notices shall be effective when received. 15. Disagreements (a) Administrative Committee Procedure. Except to the extent otherwise
provided in Section 7(b), if any disagreement arises on matters concerning this
Agreement, the disagreement shall be referred to one representative of each
Party, who shall attempt to timely resolve the disagreement. If such
representatives can resolve the disagreement, such resolution shall be reported
in writing to and shall be binding upon the Parties. If such representatives
cannot resolve the disagreement within a reasonable time, or a Party fails to
appoint a representative within 10 days of written notice of the existence of a
disagreement, then the matter shall proceed to arbitration as provided in
Section 15(b). (b) Arbitration. If pursuant to Section 15(a), the Parties are unable to
resolve a disagreement arising on a matter pertaining to this Agreement, such
disagreement shall be settled by arbitration in Chicago, Illinois. The
arbitration shall be governed by the United States Arbitration Act (9 U.S.C. §1
et seq.), and any award issued pursuant to such arbitration may be enforced in
any court of competent jurisdiction. This agreement to arbitrate and any other
agreement or consent to arbitrate entered into in accordance herewith will be
specifically enforceable under the prevailing arbitration law of any court
having jurisdiction. Notice of demand for arbitration must be filed in writing
with the other Party to this Agreement. Arbitration shall be conducted as
follows: (i) Either Party may give the other Party written notice in
sufficient detail of the disagreement and the specific provision of this
Agreement under which the disagreement arose. The demand for arbitration
must be made within a reasonable time after the disagreement has arisen.
In no event may the demand 15




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for arbitration be made if the institution of legal or equitable
proceedings based on such disagreement is barred by the applicable
statute of limitations. Any arbitration related to this Agreement may be
consolidated with any other arbitration proceedings related to this
Agreement. (ii) The Parties shall attempt to agree on a person with special
knowledge and expertise with respect to the matter at issue to serve as
arbitrator. If the Parties cannot agree on an arbitrator within ten
days, each shall then appoint one person to serve as an arbitrator and
the two thus appointed shall select a third arbitrator with such special
knowledge and expertise to serve as Chairman of the panel of arbitrators;
and such three arbitrators shall determine all matters by majority vote;
provided, however, if the two arbitrators appointed by the Parties are
unable to agree upon the appointment of the third arbitrator within five
days after their appointment, both shall give written notice of such
failure to agree to the Parties, and, if the Parties fail to agree upon
the selection of such third arbitrator within five days thereafter, then
either of the Parties upon written notice to the other may require
appointment from, and pursuant to the rules of, the Chicago office of the
American Arbitration Association for commercial arbitration. Prior to
appointment, each arbitrator shall agree to conduct such arbitration in
accordance with the terms of this Agreement. (iii) The Parties shall have sixty days from the appointment of the
arbitrator(s) to perform discovery and present evidence and argument to
the arbitrator(s). During that period, the arbitrator(s) shall be
available to receive and consider all such evidence as is relevant and,
within reasonable limits due to the restricted time period, to hear as
much argument as is feasible, giving a fair allocation of time to each
Party to the arbitration. The arbitrator(s) shall use all reasonable
means to expedite discovery and to sanction noncompliance with reasonable
discovery requests or any discovery order. The arbitrator(s) shall not
consider any evidence or argument not presented during such period and
shall not extend such period except by the written consent of both
Parties. At the conclusion of such period, the arbitrator(s) shall have
forty-five calendar days to reach a determination. To the extent not in
conflict with the procedures set forth herein, which shall govern, such
arbitration shall be held in accordance with the prevailing rules of the
Chicago office of the American Arbitration Association for commercial
arbitration. (iv) The arbitrator(s) shall have the right only to interpret and
apply the terms and conditions of this Agreement and to order any remedy
allowed by this Agreement, but may not change any term or condition of
this Agreement, deprive either Party of any right or remedy expressly
provided hereunder, or provide any right or remedy that has been
expressly excluded hereunder. (v) The arbitrator(s) shall give a written decision to the Parties
stating their findings of fact and conclusions of law, and shall furnish
to each Party a copy thereof signed by him (them) within five calendar
days from the date of their 16




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determination. The arbitrators(s) decision shall be final and binding
upon the Parties. (vi) Each Party shall pay the cost of the arbitrator(s) with respect
to those issues as to which they do not prevail, as determined by the
arbitrator(s). (c) Obligations to Pay Charges and Perform. If a disagreement should
arise on any matter which is not resolved as provided in Section 15(a), then,
pending the resolution of the disagreement by arbitration as provided in
Section 15(b), ExGen shall continue to provide Electric Energy in a manner
consistent with the applicable provisions of this Agreement and ComEd shall
continue to pay all charges and perform all other obligations required in
accordance with the applicable provisions of this Agreement. (d) Preliminary Injunctive Relief. Nothing in this Section 16 shall
preclude, or be construed to preclude, the resort by either Party to a court of
competent jurisdiction solely for the purposes of securing a temporary or
preliminary injunction to preserve the status quo or avoid irreparable harm
pending arbitration pursuant to this Section 16. (e) Settlement Discussions. The Parties agree that no statements of
position or offers of settlement made in the course of the dispute process
described in this Section 16 will be offered into evidence for any purpose in
any litigation or arbitration between the Parties, nor will any such statements
or offers of settlement be used in any manner against either Party in any such
litigation or arbitration. Further, no such statements or offers of settlement
shall constitute an admission or waiver of rights by either Party in connection
with any such litigation or arbitration. At the request of either Party, any
such statements and offers of settlement, and all copies thereof, shall be
promptly returned to the Party providing the same. 16. Governing Law Except as provided in Section 15, this Agreement shall be construed in
accordance with, and governed by, the laws of the state of Illinois without
regard to its conflicts of laws provisions. 17. No Third Party Beneficiaries This Agreement is intended to be solely for the benefit of the Parties and
their successors and permitted assigns and is not intended to and shall not
confer any rights or benefits on any third party not a signatory hereto. The
Parties successors and permitted transferees shall be bound by the provisions
of this Agreement. 18. Partial Invalidity Wherever possible, each provision hereof shall be interpreted in such
manner as to be effective and valid under applicable law, but in case any one
or more of the provisions contained herein shall, for any reason, be held to be
invalid, illegal or 17




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unenforceable in any respect, such provision shall be ineffective to the
extent, but only to the extent, of such invalidity, illegality or
unenforceability without invalidating the remainder of such invalid, illegal or
unenforceable provision or provisions or any other provisions hereof, unless
such a construction would be unreasonable. In the event that such a
construction would be unreasonable or would deprive a Party of a material
benefit under this Agreement, the Parties shall seek to amend this Agreement to
remove the invalid provision and otherwise provide the benefit unless
prohibited by any Requirement of Law. 19. Waivers The failure of either Party hereto to enforce at any time any provision of
this Agreement shall not be construed to be a waiver of such provision, nor in
any way to affect the validity of this Agreement or any part hereof or the
right of a Party thereafter to enforce each and every such provision. A waiver
under this Agreement must be in writing and state that it is a waiver. No
waiver of any breach of this Agreement shall be held to constitute a waiver of
any other or subsequent breach. 20. WAIVER OF JURY TRIAL. The Parties hereby knowingly, voluntarily and intentionally waive any
rights they may have to a trial by jury in respect of any litigation based
hereon or arising out of, under or in connection with this Agreement or any
course of conduct, course of dealing, statements (whether oral or written) or
actions of the Parties. This provision is a material inducement for each of
the Parties to enter into this Agreement. 21. Amendments The Parties recognize the difficulty of anticipating and documenting all
circumstances or events which may be inconsistent with certain assumptions on
which this Agreement is based or which may affect the ability of either or both
of the Parties to accomplish the purposes of this Agreement. Upon the
occurrence of any such circumstance or event, including but not limited to
changes in technology that suggest or require for reasons of cost, reliability
or prudence, or a Change of Law that requires, changes to or supplementation of
the provisions of this Agreement, representatives of the Parties shall meet to
discuss possible amendments to this Agreement and, if necessary to carry out
the purposes and intent to this Agreement in light of such circumstance or
event, the Parties shall amend, modify or supplement this Agreement. Such
amendments, modifications or supplements shall be in writing and signed by an
authorized representative of each Party. 18




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22. Entire Agreement and Amendments This Agreement supersedes all previous representations, understandings,
negotiations and agreements either written or oral between the Parties or their
representatives with respect to the supply and delivery of Electric Energy and
constitutes the entire agreement of the Parties with respect thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth at the beginning of this Agreement. COMMONWEALTH EDISON COMPANYBy:Name: Arlene A. JuracekTitle: Vice PresidentEXELON GENERATION COMPANY, LLCBy:Name: Ian McLeanTitle: Senior Vice President
 19




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APPENDIX A Prices from Effective Date through December 31, 2004 Electric Energy Prices ($/MWH) Off-Peak
    
    Partial PeakPeak Prices
    
    Prices
    
    PricesMonth
    
    (5x16)
    
    (7x8)
    
    (2x16)January
    
    $40.00
    
    $17.00
    
    $17.00February
    
    $35.50
    
    $17.00
    
    $17.00March
    
    $35.50
    
    $17.00
    
    $17.00April
    
    $35.50
    
    $17.00
    
    $17.00May
    
    $35.50
    
    $17.00
    
    $17.00June
    
    $43.50
    
    $17.00
    
    $17.00July
    
    $68.00
    
    $17.00
    
    $17.00August
    
    $68.00
    
    $17.00
    
    $17.00September
    
    $43.50
    
    $17.00
    
    $17.00October
    
    $35.50
    
    $17.00
    
    $17.00November
    
    $35.50
    
    $17.00
    
    $17.00December
    
    $40.00
    
    $17.00
    
    $17.00
 1




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APPENDIX B Preliminary Prices from January 1, 2005 through December 31, 2005 Electric Energy Prices ($/MWH) Off-Peak
    
    Partial PeakPeak Prices
    
    Prices
    
    PricesMonth
    
    (5x16)
    
    (7x8)
    
    (2x16)January
    
    $45.15
    
    $23.19
    
    $30.79February
    
    $44.39
    
    $25.81
    
    $26.66March
    
    $41.75
    
    $31.45
    
    $37.69April
    
    $43.77
    
    $22.93
    
    $29.76May
    
    $47.23
    
    $21.91
    
    $26.41June
    
    $48.02
    
    $20.85
    
    $32.93July
    
    $50.67
    
    $24.00
    
    $38.79August
    
    $49.37
    
    $20.76
    
    $39.27September
    
    $37.28
    
    $17.87
    
    $30.41October
    
    $36.80
    
    $20.68
    
    $25.05November
    
    $38.35
    
    $21.87
    
    $24.86December
    
    $38.19
    
    $20.77
    
    $27.83
 These prices are subject to further adjustment to ensure consistancy between these prices and the MVEC
energy prices, and for the addition of capacity charges as may be required. 2




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APPENDIX C Preliminary Prices from January 1, 2006 through December 31, 2006 Electric Energy Prices ($/MWH) Off-Peak
    
    Partial PeakPeak Prices
    
    Prices
    
    PricesMonth
    
    (5x16)
    
    (7x8)
    
    (2x16)January
    
    $42.82
    
    $23.40
    
    $31.07February
    
    $42.09
    
    $26.04
    
    $26.89March
    
    $37.08
    
    $31.74
    
    $38.04April
    
    $38.86
    
    $23.13
    
    $30.03May
    
    $41.88
    
    $22.10
    
    $26.64June
    
    $42.58
    
    $21.02
    
    $33.23July
    
    $50.47
    
    $24.21
    
    $39.15August
    
    $49.18
    
    $20.94
    
    $39.64September
    
    $33.17
    
    $18.02
    
    $30.69October
    
    $32.73
    
    $20.85
    
    $25.26November
    
    $34.11
    
    $22.06
    
    $25.08December
    
    $33.97
    
    $20.94
    
    $28.08
 These prices are subject to further adjustment to ensure consistancy between these prices and the MVEC
energy prices, and for the addition of capacity charges as may be required. 3