Exhibit 4-1

$1,500,000,000
CREDIT AGREEMENT
dated as of November 22, 2002
among
EXELON CORPORATION,
COMMONWEALTH EDISON COMPANY,
PECO ENERGY COMPANY
and
EXELON GENERATION COMPANY, LLC as BorrowersVARIOUS FINANCIAL INSTITUTIONS as LendersBANK ONE, NA as Administrative AgentABN AMRO BANK, N.V.
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Co-Documentation Agentsand
CITIBANK, N.A.
and
WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication AgentsBANC ONE CAPITAL MARKETS, INC. Lead Arranger and Sole Book Runner

---

CREDIT AGREEMENT
dated as of November 22, 2002

EXELON
CORPORATION, COMMONWEALTH EDISON COMPANY, PECO ENERGY COMPANY, EXELON GENERATION COMPANY, LLC, the banks listed on the signature pages hereof, BANK ONE, NA, as Administrative
Agent, ABN AMRO BANK, N.V. and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Co-Documentation Agents, and CITIBANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as
Co-Syndication Agents, hereby agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION
1.01Certain Defined Terms.As used in this Agreement, each of the following terms shall have the
meaning set forth below (each such meaning to be equally applicable to both the singular and plural forms of the term defined):

"Adjusted Funds From Operations" means, for any Borrower for any period, such Borrower's Net Cash Flows From Operating Activities for such
periodminussuch Borrower's Transitional Funding Instrument Revenue for such periodplussuch
Borrower's Net Interest Expense for such periodminus, to the extent applicable, the portion (but, if such Borrower or any of its Subsidiaries (other
than Sithe Holdings and its Subsidiaries) has made any loans or advances to, or investments in, Sithe Holdings or any of its Subsidiaries during such period, not less than zero) of such Borrower's Net
Cash Flows From Operating Activities attributable to Sithe Holdings and its Subsidiaries.

"Administrative Agent" means Bank One in its capacity as administrative agent for the Lenders pursuant to Article VII, and not in its individual capacity as a
Lender, and any successor Administrative Agent appointed pursuant to Section 7.06.

"Advance" means an advance by a Lender to a Borrower hereunder. An Advance may be a Base Rate Advance or a Eurodollar Rate Advance, each
of which shall be a "Type" of Advance.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control
with such Person or is a director or officer of such Person.

"Agents" means the Administrative Agent, the Co-Documentation Agents and the Co-Syndication Agents; and
"Agent" means any one of the foregoing.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance
and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

"Applicable Margin"seeSchedule II.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form ofExhibit C.

"Bank One" means Bank One, NA, a national banking association with its main office in Chicago, Illinois.

"Base Rate" means, for any period, a fluctuating interest rate per annum which rate per annum shall at all times be equal to the higher
of:



"Base Rate Advance" means an Advance that bears interest as provided in Section 2.06(a).

---

"Borrowers" means Exelon, ComEd, PECO and Genco; and "Borrower" means any one of the
foregoing.

"Borrowing" means a group of Advances to the same Borrower of the same Type made, continued or converted on the same day by the Lenders
ratably according to their Pro Rata Shares and, in the case of a Borrowing of Eurodollar Rate Advances, having the same Interest Period.

"Business Day" means a day on which banks are not required or authorized to close in Philadelphia, Pennsylvania, Chicago, Illinois or New
York, New York, and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Closing Date" shall mean the date on which all conditions precedent to the initial Credit Extension have been satisfied.

"Code" means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, in each case as amended, reformed or otherwise
modified from time to time.

"Co-Documentation Agent" means each of ABN AMRO Bank, N.V. and Dresdner Bank AG, New York and Grand Cayman Branches in its
capacity as a co-documentation agent hereunder.

"Commitment" means, for any Lender, such Lender's commitment to make Advances and participate in Facility LCs for the account of each
Borrower hereunder.

"Commitment Amount" means, for any Lender at any time, the amount set forth opposite such Lender's name on the signature pages hereof or,
if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be
reduced pursuant toSection 2.04.

"Commitment Termination Date" means, with respect to any Borrower, the earlier of (i) November 21, 2003 or such later date
to which the scheduled Commitment Termination Date for such Borrower may be extended pursuant toSection 2.17(or, if any such date is not a
Business Day, the next preceding Business Day) or (ii) the date of termination in whole of the Commitments to such Borrower pursuant to Section 2.04or6.01.

"ComEd" means Commonwealth Edison Company, an Illinois corporation, or any Eligible Successor thereof.

"ComEd Sublimit" means $200,000,000, subject to adjustment as provided in Section 2.04(c).

"ComEd Mortgage" means the Mortgage, dated July 1, 1923, as amended and supplemented by supplemental indentures, including the
Supplemental Indenture, dated August 1, 1944, from ComEd to Harris Trust and Savings Bank and D.G. Donovan, as trustees;providedthat no effect
shall be given to any amendment, supplement or refinancing after the date of this Agreement that would broaden the definition of "permitted liens" as defined in the ComEd Mortgage as constituted on
the date of this Agreement.

"Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control that, together with Exelon or any Subsidiary, are treated as a single employer under Section 414(b) or 414(c) of the Code.

"Co-Syndication Agent" means each of Citibank, N.A. and Wachovia Bank, National Association in its capacity as a
co-syndication agent hereunder.

"Credit Extension" means the making of an Advance or the issuance or modification of a Facility LC hereunder.

2

---

"Debt" means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar
instruments, (iii) obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (iv) obligations as
lessee under leases that shall have been or are required to be, in accordance with GAAP, recorded as capital leases, (v) obligations (contingent or otherwise) under reimbursement or similar
agreements with respect to the issuance of letters of credit (other than obligations in respect of documentary letters of credit opened to provide for the payment of goods or services purchased in the
ordinary course of business) and (vi) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to inclauses (i)through (v)above.

"Distributions on Preferred Securities" means, for any period, (a) in the case of Exelon, "Distributions on Preferred Securities of
Subsidiaries" as shown on a consolidated statement of income of Exelon for such period; (b) in the case of ComEd, "Distributions on Company-Obligated Mandatorily Redeemable Preferred Securities
of Subsidiary Trusts holding solely the Company's Subordinated Debt Securities" as shown on a consolidated statement of income of ComEd for such period; and (c) in the case of PECO,
"Distributions on Company-Obligated Mandatorily Redeemable Preferred Securities of a Partnership, which holds solely Subordinated Debentures of the Company" as shown on a consolidated statement of
income of PECO for such period.

"Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite
its name onSchedule Ihereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as
such Lender may from time to time specify to the Borrowers and the Administrative Agent.

"Eligible Assignee" means (i) a commercial bank organized under the laws of the United States, or any State thereof; (ii) a
commercial bank organized under the laws of any other country that is a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its
General Arrangements to Borrow, or a political subdivision of any such country,providedthat such bank is acting through a branch or agency located in
the United States; (iii) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership or other entity) engaged generally in making, purchasing
or otherwise investing in commercial loans in the ordinary course of its business; or (iv) the central bank of any country that is a member of the OECD; providedthat, unless otherwise agreed by
Exelon and the Administrative Agent in their sole discretion, (A) any Person described in clause (i),(ii)or(iii)above
shall also (x) have outstanding unsecured long-term debt that is rated BBB- or better by S&P and Baa3 or better by Moody's (or an equivalent rating by another nationally
recognized credit rating agency of similar standing if either such corporation is no longer in the business of rating unsecured indebtedness of entities engaged in such businesses) and (y) have
combined capital and surplus (as established in its most recent report of condition to its primary regulator) of not less than $100,000,000 (or its equivalent in foreign currency), and (B) any
Person described inclause (ii),(iii)or (iv)above shall, on the date on which it is to
become a Lender hereunder, be entitled to receive payments hereunder without deduction or
withholding of any United States Federal income taxes (as contemplated bySection 2.14(e)).

"Eligible Successor" means a Person which (i) is a corporation, limited liability company or business trust duly incorporated or
organized, validly existing and in good standing under the laws of one of the states of the United States or the District of Columbia, (ii) as a result of a contemplated acquisition,
consolidation or merger, will succeed to all or substantially all of the consolidated business and assets of a Borrower and its Subsidiaries, (iii) upon giving effect to such contemplated
acquisition, consolidation or merger, will have all or substantially all of its consolidated business and assets

3

---

conducted and located in the United States and (iv) is acceptable to the Majority Lenders as a credit matter.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder, each as amended and modified from time to time.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve
System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office"
opposite its name onSchedule Ihereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is
specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent.

"Eurodollar Rate" means, for each Interest Period for each Eurodollar Rate Advance made as part of a Borrowing, an interest rate per annum
equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rates per annum at which deposits in U.S.
dollars are offered by the principal office of each of the Reference Banks in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before
the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period.
The Eurodollar Rate for each Interest Period for each Eurodollar Rate Advance made as part of a Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to
and received by the Administrative Agent from the Reference Banks two Business Days before the first day of such Interest Period,subject, however, to the
provisions ofSection 2.08.

"Eurodollar Rate Advance" means any Advance that bears interest as provided in Section 2.06(b).

"Eurodollar Rate Reserve Percentage" of any Lender for any Interest Period means the reserve percentage applicable during such Interest
Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so
applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such
Interest Period.

"Event of Default"seeSection 6.01.

"Exchange Act" means the Securities Exchange Act of 1934, as amended and modified from time to time.

"Exelon" means Exelon Corporation, a Pennsylvania corporation, or any Eligible Successor thereof.

"Exelon Sublimit" means $900,000,000, subject to adjustment as provided in Section 2.04(c).

"Existing Agreement" means the 364-Day Credit Agreement dated as of December 12, 2001 among the Borrowers, various
financial institutions and Bank One, as Administrative Agent, as amended prior to the Closing Date.

"Facility Fee Rate"seeSchedule II.

"Facility LC"seeSection 2.16.1.

"Facility LC Application"seeSection 2.16.3.

4

---

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Final Termination Date" means, with respect to any Borrower, the earlier of (i) the date on or after the Maturity Date for such
Borrower on which all of such Borrower's obligations hereunder have been paid in full and all Facility LC's issued for the account of such Borrower have expired or been terminated and (ii) the
date on which all of such Borrower's obligations hereunder have become due and payable (pursuant toSection 6.01or otherwise).

"GAAP"seeSection 1.03.

"Genco" means Exelon Generation Company, LLC, a Pennsylvania limited liability company, or any Eligible Successor thereof.

"Genco Sublimit" means zero, subject to adjustment as provided inSection 2.04(c).

"Granting Bank"seeSection 8.07(h).

"Interest Coverage Ratio" means, with respect to any Borrower for any period of four consecutive fiscal quarters, the ratio of such
Borrower's Adjusted Funds From Operations for such period to such Borrower's Net Interest Expense for such period.

"Interest Expense" means, for any Borrower for any period, "interest expense" as shown on a consolidated statement of income of such
Borrower for such period prepared in accordance with GAAP.

"Interest Period" means, for each Eurodollar Rate Advance, the period commencing on the date of such Eurodollar Rate Advance is made or is
converted from a Base Rate Advance and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period
shall be 1, 2, 3 or 6 months, as the applicable Borrower may select in accordance withSection 2.02or 2.09;providedthat:



"LC Fee Rate"seeSchedule II.

"LC Issuer" means Bank One in its capacity as issuer of Facility LCs hereunder.

5

---

"LC Obligations" means, with respect to any Borrower at any time, the sum, without duplication, of (i) the aggregate undrawn stated
amount under all Facility LCs issued for the account of such Borrower outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations of such
Borrower.

"LC Payment Date"seeSection 2.16.5.

"Lead Arranger" means Banc One Capital Markets in its capacity as Lead Arranger and Sole Book Runner.

"Lenders" means each of the financial institutions listed on the signature pages hereof and each Eligible Assignee that shall become a
party hereto pursuant toSection 8.07.

"Letter of Credit Sublimit" means $150,000,000.

"Lien" means any lien (statutory or other), mortgage, pledge, security interest or other charge or encumbrance, or any other type of
preferential arrangement (including the interest of a vendor or lessor under any conditional sale, capitalized lease or other title retention agreement).

"Majority Lenders" means Lenders having Pro Rata Shares of more than 50% (providedthat,
for purposes of this definition, no Borrower nor any Affiliate of a Borrower, if a Lender, shall be included in calculating the amount of any Lender's Pro Rata Share or the amount of the Commitment
Amounts or Outstanding Credit Extensions, as applicable, required to constitute more than 50% of the Pro Rata Shares).

"Material Adverse Change" and "Material Adverse Effect" each means, relative to any
occurrence, fact or circumstances of whatsoever nature (including any determination in any litigation, arbitration or governmental investigation or proceeding) with respect to any Borrower,
(i) any materially adverse change in, or materially adverse effect on, the financial condition, operations, assets or business of such Borrower and its consolidated Subsidiaries, taken as a
whole, or (ii) any materially adverse effect on the validity or enforceability against such Borrower of this Agreement or any applicable Note.

"Material Subsidiary" means, with respect to Exelon, each of ComEd, PECO and Genco and any holding company for any of the foregoing.

"Maturity Date" means (a) with respect to Exelon, ComEd and Genco, the date which is one year after the Commitment Termination Date
for such Borrower (or, if such date is not a Business Day, the next preceding Business Day); and (b) with respect to PECO, the Commitment Termination Date for PECO; providedthat, if PECO has
delivered to the Administrative Agent evidence, reasonably satisfactory to the Administrative Agent, that the Pennsylvania
Utility Commission has approved the maintenance of Advances to, and Facility LCs for the account of, PECO hereunder during the period from the Commitment Termination Date for PECO to the date which is
one year after such Commitment Termination Date, then PECO may, by notice to the Administrative Agent (which shall promptly advise each Lender of its receipt of such notice), elect to extend the
"Maturity Date" for PECO to the date which is one year after the Commitment Termination Date for PECO (or, if such date is not a Business Day, the next preceding Business Day).

"Modify" and "Modification"see Section 2.16.1.

"Moody's" means Moody's Investors Service, Inc.

"Moody's Rating" means, at any time for any Borrower, the rating issued by Moody's and then in effect with respect to such Borrower's
senior unsecured long-term public debt securities without third-party credit enhancement (it being understood that if such Borrower does not have any outstanding debt securities of the
type described above but has an indicative rating from Moody's for debt securities of such type, then such indicative rating shall be used for determining the "Moody's Rating").

6

---

"Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which Exelon or any
other member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

"Net Cash Flows From Operating Activities" means, for any Borrower for any period, "Net Cash Flows provided by Operating Activities" as
shown on a consolidated statement of cash flows of such Borrower for such period prepared in accordance with GAAP,excludingany "working capital
changes" (as shown on such statement of cash flows) taken into account in determining such Net Cash Flows provided by Operating Activities.

"Net Interest Expense" means, for any Borrower for any period, the total of (a) such Borrower's Interest Expense for such period minus(b) such Borrower's
Distributions on Preferred Securities for such periodminus(c) such Borrower's Transitional Funding Instrument Interest for such period minus (d) in the case of Exelon and Genco, interest on Sithe Project Debt for such period.

"Nonrecourse Indebtedness" means any Debt that finances the acquisition, development, ownership or operation of an asset in respect of
which the Person to which such Debt is owed has no recourse whatsoever to any Borrower or any of their respective Affiliates other than:



recourse
to the Debtor generally or indirectly to any Affiliate of the Debtor, under any form of assurance, undertaking or support, which recourse is limited to a claim for damages
(other than liquidated damages and damages required to be calculated in a specified way) for a breach of an obligation (other than a payment obligation or an obligation to comply or to procure
compliance by another with any financial ratios or other tests of financial condition) by the Person against which such recourse is available.

"Note" means a promissory note of a Borrower payable to the order of a Lender, in substantially the form of Exhibit A, evidencing the aggregate indebtedness of such
Borrower to such Lender resulting from the Advances made by such Lender to such
Borrower.

"Notice of Borrowing"seeSection 2.02(a).

"OECD" means the Organization for Economic Cooperation and Development.

"Outstanding Credit Extensions" means, with respect to any Borrower, the sum of the aggregate principal amount of all outstanding Advances
to such Borrower plus all LC Obligations of such Borrower.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"PECO" means PECO Energy Company, a Pennsylvania corporation, or any Eligible Successor thereof.

"PECO Mortgage" means the First and Refunding Mortgage, dated as of May 1, 1923, between The Counties Gas & Electric Company
(to which PECO is successor) and Fidelity Trust Company, Trustee (to which First Union National Bank is successor), as amended, supplemented or refinanced

7

---

from time to time,providedthat no effect shall be given to any amendment, supplement or refinancing after the date of this Agreement that would
broaden the definition of "excepted encumbrances" as defined in the PECO Mortgage as constituted on the date of this Agreement.

"PECO Sublimit" means $400,000,000, subject to adjustment as provided in Section 2.04(c).

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated
association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

"Plan" means an employee pension benefit plan that is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code as to which Exelon or any other member of the Controlled Group may have any liability.

"Prime Rate" means a rate per annum equal to the prime rate of interest announced by Bank One or by its parent, BANK ONE CORPORATION
(which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

"Principal Subsidiary" means, with respect to a Borrower, (i) each Utility Subsidiary of such Borrower (other than Commonwealth
Edison Company of Indiana, Inc., so long as it does not qualify as a Principal Subsidiary under the followingclause (ii)) and
(ii) each other Subsidiary of such Borrower the assets of which exceeded $150,000,000 in book value at any time during the preceding 24-month period.

"Pro Rata Share" means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender's Commitment Amount
(plus, after the Commitments have terminated with respect to any Borrower, the principal amount of such Lender's outstanding Advances to such Borrower plus the amount of such Lender's participation in
all of such Borrower's LC Obligations) and the denominator of which is the aggregate amount of the Commitment Amounts (plus, after the Commitments have terminated with respect to any Borrower, the
principal amount of all outstanding Advances to such Borrower plus all LC Obligations of such Borrower).

"Reference Banks" means Bank One, Citibank, N.A. and Wachovia Bank, National Association.

"Register"seeSection 8.07(c).

"Reimbursement Obligations" means, with respect to any Borrower at any time, the aggregate of all obligations of such Borrower then
outstanding underSection 2.16to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility
LCs.

"Reportable Event" means a reportable event as defined in Section 4043 of ERISA and regulations issued under such section with
respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the
occurrence of such event,providedthat a failure to meet the minimum funding standard of Section 412 of the Code and Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waivers in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

"S&P Rating" means, at any time for any Borrower, the rating issued by S&P and then in effect with respect to such Borrower's senior
unsecured long-term public debt securities without third-party credit enhancement (it being understood that if such Borrower does not have any outstanding debt securities of the type
described above but has an indicative rating from S&P for debt securities of such type, then such indicative rating shall be used for determining the "S&P Rating").

8

---

"Single Employer Plan" means a Plan maintained by Exelon or any other member of the Controlled Group for employees of Exelon or any other
member of the Controlled Group.

"Sithe Holdings" means Exelon New England Holdings LLC (formerly known as Sithe New England Holdings LLC).

"Sithe Project Debt" means Debt of Sithe Holdings and its Subsidiaries for which none of the Borrowers nor any of their Subsidiaries
(other than Sithe Holdings and its Subsidiaries) has any liability, contingent or otherwise.

"SPC"seeSection 8.07(h).

"Special Purpose Subsidiary" means a direct or indirect wholly owned corporate Subsidiary of ComEd or PECO, substantially all of the
assets of which are "intangible transition property" (as defined in Section 18-102 of the Illinois Public Utilities Law, as amended, or in 66 Pa. Cons. Stat. Ann. ss.2812(g) (West
Supp. 1997) or any successor provision of similar import), and proceeds thereof, formed solely for the purpose of holding such assets and issuing such Transitional Funding Instruments, and which
complies with the requirements customarily imposed on bankruptcy-remote corporations in receivables securitizations.

"Sublimit" means the Exelon Sublimit, the ComEd Sublimit, the PECO Sublimit or the Genco Sublimit.

"Subsidiary" means, with respect to any Person, any corporation or unincorporated entity of which more than 50% of the outstanding capital
stock (or comparable interest) having ordinary voting power (irrespective of whether or not at the time capital stock, or comparable interests, of any other class or classes of such corporation or
entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person (whether directly or through one or more other Subsidiaries).

"Taxes"seeSection 2.14.

"Transitional Funding Instrument" means any instruments, pass-through certificates, notes, debentures, certificates of
participation, bonds, certificates of beneficial interest or other evidences of indebtedness
or instruments evidencing a beneficial interest which (i) in the case of ComEd (A) are issued pursuant to a "transitional funding order" (as such term is defined in
Section 18-102 of the Illinois Public Utilities Act, as amended) issued by the Illinois Commerce Commission at the request of an electric utility and (B) are secured by or
otherwise payable from non-bypassable cent per kilowatt hour charges authorized pursuant to such order to be applied and invoiced to customers of such utility and (ii) in the case
of PECO, are "transition bonds" (as defined in 66 Pa. Cons. Stat. Ann. ss.2812(g) (West Supp. 1997), or any successor provision of similar import), representing a securitization of "intangible
transition property" (as defined in the foregoing statute). The instrument funding charges so applied and invoiced must be deducted and stated separately from the other charges invoiced by such
utility against its customers.

"Transitional Funding Instrument Interest" means, for any Borrower for any period, the portion of such Borrower's Interest Expense for
such period which was payable in respect of Transitional Funding Instruments.

"Transitional Funding Instrument Revenue" means, for any Borrower for any period, the portion of such Borrower's consolidated revenue for
such period attributable to charges invoiced to customers in respect of Transitional Funding Instruments.

"Type"see the definition of Advance.

"Unfunded Liabilities" means, (i) in the case of any Single Employer Plan, the amount (if any) by which the present value of all
vested nonforfeitable benefits under such Plan exceeds the fair market

9

---

value of all Plan assets allocable to such benefits, all determined as of the then most recent evaluation date for such Plan, and (ii) in the case of any Multiemployer Plan, the withdrawal
liability that would be incurred by the Controlled Group if all members of the Controlled Group completely withdrew from such Multiemployer Plan.

"Unmatured Event of Default" means any event which (if it continues uncured) will, with lapse of time or notice or both, became an Event
of Default.

"Utility Subsidiary" means, with respect to a Borrower, each Subsidiary of such Borrower that is engaged principally in the generation,
transmission, or distribution of electricity or gas and is subject to rate regulation as a public utility by federal or state regulatory authorities.

"Utilization Fee Rate"seeSchedule II.

SECTION
1.02Other Interpretive Provisions.In this Agreement, (a) in the computation of periods of time
from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding"; (b) unless otherwise indicated, any
reference to anArticle,Section,Exhibitor Schedulemeans
an Article or Section hereof or an Exhibit or Schedule hereto; and (c) the term "including" means "including without limitation".

SECTION
1.03Accounting Principles.(a) As used in this Agreement, "GAAP" shall mean generally accepted
accounting principles in the United States, applied on a basis consistent with the principles used in preparing Exelon's audited consolidated financial statements as of December 31, 2001 and
for the fiscal year then ended. In this Agreement, except to the extent, if any, otherwise provided herein, all accounting and financial terms shall have the meanings ascribed to such terms by GAAP,
and all computations and determinations as to accounting and financial matters shall be made in accordance with GAAP. In the event that the financial statements generally prepared by any Borrower
apply accounting principles other than GAAP (including as a result of any event described inSection 1.03(b)), the compliance certificate
delivered pursuant toSection 5.01(b)(iv)accompanying such financial statements shall include information in reasonable detail
reconciling such financial statements to GAAP to the extent relevant to the calculations set forth in such compliance certificate.



10

---

ARTICLE II
AMOUNTS AND TERMS OF THE COMMITMENTS

SECTION
2.01Commitments.Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
(a) make Advances to any Borrower and (b) to participate in Facility LCs issued upon the request of any Borrower, in each case from time to time during the period from the date hereof to
the Commitment Termination Date for such Borrower, in an aggregate amount not to exceed such Lender's Commitment Amount as in effect from time to time; providedthat (i) the aggregate principal
amount of all Advances by such Lender to any Borrower shall not exceed such Lender's Pro Rata Share of
the aggregate principal amount of all Advances to such Borrower; (ii) such Lender's participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender's Pro Rata
Share of all LC Obligations of such Borrower; (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions
to ComEd shall not any time exceed the ComEd Sublimit; (v) the Outstanding Credit Extensions to PECO shall not at any time exceed the PECO Sublimit; (vi) the Outstanding Credit
Extensions to Genco shall not at any time exceed the Genco Sublimit; and (vii) the LC Obligations of all Borrowers collectively shall not at any time exceed the Letter of Credit Sublimit.
Within the foregoing limits, each Borrower may from time to time borrow, prepay pursuant toSection 2.10and reborrow hereunder prior to the
Commitment Termination Date for such Borrower.

SECTION
2.02Procedures for Advances; Limitations on Borrowings.



11

---



SECTION
2.03Facility and Utilization Fees.



SECTION
2.04Reduction of Commitment Amounts; Adjustment of Sublimits.(a) Each Borrower shall have the
right, upon at least two Business Days' notice to the Administrative Agent, to ratably reduce the respective Commitment Amounts of the Lenders in accordance with their Pro Rata Shares; providedthat no
Borrower may reduce the Commitment Amounts by an aggregate amount that is greater than the remainder of the amount of such Borrower's
Sublimit minus the Outstanding Credit Extensions to such Borrower; andprovided,further, that each
partial reduction of the Commitment Amounts shall be in the aggregate amount of $10,000,000 or an integral multiple thereof. Once reduced pursuant to this Section 2.04, the Commitment Amounts may
not be increased.



12

---



SECTION
2.05Repayment of Advances.Each Borrower shall repay the principal amount of all Advances made to it on
or before the Maturity Date for such Borrower.

SECTION
2.06Interest on Advances.Each Borrower shall pay interest on the unpaid principal amount of each
Advance made to it from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:



SECTION
2.07Additional Interest on Eurodollar Advances.Each Borrower shall pay to each Lender, so long as such
Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender made to such Borrower, from the date of such Advance until such principal amount is paid
in full or converted to a Base Rate Advance, at an interest rate per annum equal to the remainder obtained by subtracting (i) the Eurodollar Rate for each Interest Period for such Advance from
(ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date
on which interest is payable on such Advance;providedthat no Lender shall be entitled to demand such additional interest more than 90 days
following the last day of the Interest Period in respect of which such demand is made;provided, further, that the foregoing proviso shall in no way limit
the right of any Lender to demand or receive such additional interest to the extent that such
additional interest relates to the retroactive application of the reserve requirements described above if such demand is made within 90 days after the implementation of such retroactive reserve
requirements. Such additional interest shall be determined by the applicable Lender and notified to the applicable Borrower through the Administrative Agent, and such determination shall be conclusive
and binding for all purposes, absent manifest error.

13

---

SECTION
2.08Interest Rate Determination.(a) Each Reference Bank agrees to furnish to the Administrative
Agent timely information for the purpose of determining each Eurodollar Rate. If any one of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of
determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.



SECTION
2.09Continuation and Conversion of Advances.(a) Any Borrower may on any Business Day, upon
notice given to the Administrative Agent not later than 10:00 A.M. (Chicago time) on the third Business Day prior to the date of any proposed continuation of or conversion into Eurodollar Rate
Advances, and on the date of any proposed conversion into Base Rate Advances, and subject to the provisions ofSections 2.08and 2.12, continue Eurodollar
Rate Advances for a new Interest Period or convert a Borrowing of Advances of one Type into Advances of the other Type;providedthat any continuation of Eurodollar Rate Advances or conversion of Eurodollar Rate Advances into Base Rate Advances shall be made on, and only
on, the last day of an Interest Period for such Eurodollar Rate Advances, unless, in the case of such a conversion, such Borrower shall also reimburse the Lenders pursuant to Section 8.04(b)on the
date of such conversion. Each such notice of a continuation or conversion shall, within the restrictions specified above,
specify (i) the date of such continuation or conversion, (ii) the Advances to be continued or converted, and (iii) in the case of continuation of or conversion into Eurodollar
Rate Advances, the duration of the Interest Period for such Advances.



14

---



SECTION
2.10Prepayments.Any Borrower may, upon notice to the Administrative Agent at least three Business Days
prior to any prepayment of Eurodollar Rate Advances, or one Business Day's notice prior to any prepayment of Base Rate Advances, in each case stating the proposed date and aggregate principal amount
of the prepayment, and if such notice is given that Borrower shall, prepay the outstanding principal amounts of the Advances made as part of the same Borrowing in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal amount prepaid;providedthat (i) each partial prepayment shall be in an
aggregate principal amount not less than $10,000,000 or a higher integral multiple of $1,000,000 in the case of any prepayment of Eurodollar Rate Advances and $5,000,000 or a higher integral multiple
of $1,000,000 in the case of any prepayment of Base Rate Advances, and (ii) in the case of any such prepayment of a Eurodollar Rate Advance, such Borrower shall be obligated to reimburse the
Lenders pursuant toSection 8.04(b)on the date of such prepayment. After the Commitment Termination Date, amounts prepaid under this Section 2.10may not be reborrowed.

SECTION
2.11Increased Costs.(a) If on or after the date of this Agreement, any Lender or the LC Issuer
determines that (i) the introduction of or any change (other than, in the case of Eurodollar Rate Advances, any change by way of imposition or increase of reserve requirements, included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) shall increase the cost to such Lender or the LC Issuer, as the
case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or of issuing or participating in any Facility LC, then the applicable Borrower shall from time to time,
upon demand by such Lender (with a copy of such demand to the Administrative Agent) or the LC Issuer, as applicable, pay to the Administrative Agent for the account of such Lender additional amounts
(without duplication of any amount payable pursuant toSection 2.14) sufficient to compensate such Lender or the LC Issuer, as applicable, for
such increased cost;providedthat no Lender shall be entitled to demand such compensation more than 90 days following the last day of the
Interest Period in respect of which such demand is made and the LC Issuer shall not be entitled to demand such compensation more than 90 days following the expiration or termination (by a
drawing or otherwise) of the Facility LC in respect of which such demand is made;provided,further,
that the foregoing proviso shall in no way limit the right of any Lender or the LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive
application of any law, regulation, guideline or request described inclause (i)or (ii)above if such demand is made within 90 days after
the implementation of such retroactive law, interpretation, guideline or request. A
certificate as to the amount of such increased cost, submitted to the applicable Borrower and the Administrative Agent by a Lender or the LC Issuer, shall be conclusive and binding for all purposes,
absent manifest error.



15

---



SECTION
2.12Illegality.Notwithstanding any other provision of this Agreement, if any Lender shall notify the
Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it
is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder,
(i) the obligation of such Lender to make, continue or convert Advances into Eurodollar Rate Advances shall be suspended (subject to the following paragraph of this Section 2.12) until the
Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension
no longer exist and (ii) all Eurodollar Rate Advances of such Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such Lender shall
designate upon not less than five Business Days' prior written notice to the Administrative Agent), be automatically converted into Base Rate Advances.

If
the obligation of any Lender to make, continue or convert into Eurodollar Rate Advances has been suspended pursuant to the preceding paragraph, then, unless and until the
Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Advances that would otherwise be made by such
Lender as Eurodollar Rate

16

---

Advances shall instead be made as Base Rate Advances and (ii) to the extent that Eurodollar Rate Advances of such Lender have been converted into Base Rate Advances pursuant to the preceding
paragraph or made instead as Base Rate Advances pursuant to the precedingclause (i), all payments and prepayments of principal that would have
otherwise been applied to such Eurodollar Rate Advances of such Lender shall be applied instead to such Base Rate Advances of such Lender.

SECTION
2.13Payments and Computations.(a) Each Borrower shall make each payment hereunder and under any
Note issued by such Borrower not later than 10:00 A.M. (Chicago time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02in same day
funds without setoff, counterclaim or other deduction. The Administrative Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal, interest, facility fees, utilization fees and letter of credit fees ratably (other than amounts payable pursuant to Section 2.02(b),2.07,2.11,2.14or8.04(b))to the Lenders for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in
such payments for periods prior to such effective date directly between themselves.



17

---



SECTION
2.14Taxes.(a) Any and all payments by any Borrower hereunder or under any Note issued by such
Borrower shall be made, in accordance withSection 2.13, free and clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect thereto,excluding, in the case of each Lender, the LC Issuer and the
Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the LC Issuer or the Administrative Agent (as the case
may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's
Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as "Taxes"). If a Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note issued by
such Borrower to any Lender, the LC Issuer or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under thisSection 2.14) such Lender, the LC Issuer or the Administrative Agent (as the case may
be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in accordance with applicable law.



18

---



19

---



SECTION
2.15Sharing of Payments, Etc.If any Lender shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) on account of the Advances made by it to any Borrower or its participation interest in any Facility LC issued for the account of
any Borrower (other than pursuant toSection 2.02(b),2.07, 2.11,2.14or8.04(b)) in excess of its ratable share of
payments on account of the Advances to such Borrower and Facility LCs issued for the account of such Borrower obtained by all Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Advances made by them to such Borrower and/or LC Obligations of such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each
of them,providedthat if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15may, to the
fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct creditor of the applicable Borrower in the amount of such participation.

SECTION
2.16Facility LCs.



20

---



21

---



22

---



SECTION
2.17Extension of Commitment Termination Date.Exelon may request an extension of the scheduled
Commitment Termination Date for any or all Borrowers by submitting a request for an extension to the Administrative Agent (an "Extension Request") no
more than 60 days prior to the scheduled Commitment Termination Date then in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the
date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the
"Response Date"). The new scheduled Commitment Termination Date shall be 364 days after the scheduled Commitment Termination Date in effect at
the time an Extension Request is received, including the scheduled Commitment Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request,
the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve such Extension Request, which approval shall be at the sole discretion of each
Lender. Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases
to be a Lender pursuant toSection 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment Termination Date specified
in the Extension Request shall become effective on the existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new
scheduled Commitment Termination Date. If all Lenders (including any Person which becomes a Lender pursuant toSection 8.07(g)) do not consent to
an Extension Request, the scheduled Commitment Termination Date shall not be extended pursuant to such Extension Request.

23

---

ARTICLE III
CONDITIONS TO CREDIT EXTENSIONS

SECTION
3.01Conditions Precedent to Initial Credit Extensions.No Lender shall be obligated to make any
Advance, and the LC Issuer shall not be obligated to issue any Facility LC, unless the Administrative Agent shall have received (a) evidence, satisfactory to the Administrative Agent, that the
Borrowers have paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable under the Existing Agreement and (b) each of the following documents, each dated
the date of the initial Credit Extension (or an earlier date satisfactory to the Administrative Agent, in form and substance satisfactory to the Administrative Agent and each (except for the Notes) in
sufficient copies to provide one for each Lender:



SECTION
3.02Conditions Precedent to All Credit Extensions.The obligation of each Lender to make any Advance to
any Borrower and of the LC Issuer to issue or modify any Facility LC for the account of any Borrower shall be subject to the further conditions precedent that on the date of such Credit Extension the
following statements shall be true, and (a) the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of Advances pursuant thereto and
(b) the request by a Borrower for the issuance or Modification of a Facility LC shall, in each case, constitute a representation and warranty by such Borrower that on the date of the making of
such Advances or the issuance or Modification of such Facility LC such statements are true:



24

---



ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION
4.01Representations and Warranties of the Borrowers.Each Borrower represents and warrants as follows:

(a)  Such
Borrower is a corporation, limited liability company or business trust duly organized, validly existing and in good standing under the laws of the jurisdiction of
its incorporation or organization.

(b)  The
execution, delivery and performance by such Borrower of this Agreement and the Notes issued by such Borrower are within such Borrower's powers, have been duly
authorized by all necessary organizational action on the part of such Borrower, and do not and will not contravene (i) the articles or certificate of incorporation, by-laws or the
organizational documents of such Borrower, (ii) applicable law or (iii) any contractual or legal restriction binding on or affecting the properties of such Borrower or any of its
Subsidiaries.

(c)  No
authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution,
delivery and performance by such Borrower of this Agreement or the applicable Notes, except an appropriate order or orders of (i) the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935 and (ii) in the case of ComEd, the Illinois Commerce Commission under the Illinois Public Utilities Act, which order or orders have been duly obtained (or, in the
case of the order or orders referred to inclause (ii), will have been obtained prior to any Credit Extension to ComEd) and are (or, in the case
of the order or orders referred to inclause (ii), will be at the time of any Credit Extension to ComEd) (x) in full force and effect and
(y) sufficient for the purposes hereof.

(d)  This
Agreement is, and the applicable Notes when delivered hereunder will be, legal, valid and binding obligations of such Borrowers, enforceable against such Borrower
in accordance with their respective terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally.



25

---



(f)    Except
as disclosed in such Borrower's Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior
to the later of the date of execution and delivery of this Agreement or the date of the most recent extension of the Commitment Termination Date pursuant to Section 2.17, there is no pending or
threatened action, investigation or proceeding affecting such Borrower or any of its Subsidiaries before any
court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect with respect to such Borrower. There is no pending or threatened action or proceeding
against such Borrower or any of its Subsidiaries that purports to affect the legality, validity, binding effect or enforceability against such Borrower of this Agreement or any Note issued by such
Borrower.

(g)  No
proceeds of any Advance to such Borrower have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity
securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act.

(h)  Such
Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board of

26

---

Governors of the Federal Reserve System), and no proceeds of any Advance to such Borrower will be used to purchase or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock. Not more than 25% of the value of the assets of such Borrower and its Subsidiaries is represented by margin stock.

(i)    Such
Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

(j)    During
the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any borrowing of Advances by such
Borrower or the issuance or modification of any Facility LC for the account of such Borrower, no steps have been taken to terminate any Plan, and no contribution failure by such Borrower or any other
member of the Controlled Group has occurred with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might
result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty.

ARTICLE V
COVENANTS OF THE BORROWERS

SECTION
5.01Affirmative Covenants.Each Borrower agrees that so long as any amount payable by such Borrower
hereunder remains unpaid, any Facility LC issued for the account of such Borrower remains outstanding or any Lender has any Commitment to such Borrower hereunder, such Borrower will, and, in the case
ofSection 5.01(a),will cause its Principal Subsidiaries to, unless the Majority Lenders shall otherwise consent in writing:

(a)Keep Books; Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes.



27

---



(b)Reporting Requirements. Furnish to the Lenders:



28

---



(c)ComEd Clean Up. During the period from the date hereof until the Commitment Termination Date, ComEd shall manage its
borrowings and Facility LC's hereunder so that, for a period of at least one day during any 364-day period, the outstanding principal amount of all Borrowings by ComEd plus the amount of
all unpaid reimbursement obligations under all Facility LCs issued for the account of ComEd shall be zero.

SECTION
5.02Negative Covenants.Each Borrower agrees that so long as any amount payable by such Borrower
hereunder remains unpaid, any Facility LC issued for the account of such Borrower remains outstanding or any Lender has any Commitment to such Borrower hereunder (except with respect to Section 5.02(a), which shall be applicable only as of the date hereof and at any time any Advance to such Borrower or Facility LC issued for the
account of such Borrower is outstanding or is to be made or issued, as applicable), such Borrower will not, without the written consent of the Majority Lenders:

(a)Limitation on Liens. Create, incur, assume or suffer to exist, or, in the case of Exelon, permit any of its Material
Subsidiaries to create, incur, assume or suffer to exist, any Lien on its respective property, revenues or assets, whether now owned or hereafter acquired except (i) Liens imposed by law, such
as carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course
of business; (ii) Liens on the capital stock of or any other equity interest in any of its Subsidiaries (excluding, in the case of Exelon, the stock of ComEd, PECO, Genco and any holding
company for any of the foregoing) or any such Subsidiary's assets to secure Nonrecourse Indebtedness; (iii) Liens upon or in any property acquired in the ordinary course of business to secure
the purchase price of such property or to secure any obligation incurred solely for the purpose of financing the acquisition of such property; (iv) Liens existing on such property at the time
of its acquisition (other than any such Lien created in contemplation of such acquisition unless permitted by the precedingclause (iii));
(v) Liens on the property, revenues and/or assets of any Person that exist at the time such Person becomes a Subsidiary and the continuation of such Liens in connection with any refinancing or
restructuring of the obligations secured by such Liens; (vi) Liens granted in connection with any financing arrangement for the purchase of nuclear fuel or the financing of pollution control
facilities, limited to the fuel or facilities so purchased or acquired; (vii) Liens arising in connection with sales or transfers of, or financing secured by, accounts receivable or related
contracts;providedthat any such sale, transfer or financing shall be on arms' length terms; (viii) Liens granted by a Special Purpose

29

---

Subsidiary to secure Transitional Funding Instruments of such Special Purpose Subsidiary; (ix) in the case of ComEd, Liens arising under the ComEd Mortgage and "permitted liens" as defined in
the ComEd Mortgage; (x) in the case of PECO, (A) Liens granted under the PECO Mortgage and "excepted encumbrances" as defined in the PECO Mortgage, and (B) Liens securing PECO's
notes collateralized solely by mortgage bonds of PECO issued under the terms of the PECO Mortgage; (xi) in the case of PECO, ComEd and Genco, Liens arising in connection with sale and leaseback
transactions entered into by such Borrower or a Subsidiary thereof, but only to the extent (I) in the case of PECO or ComEd or any Subsidiary thereof, the proceeds received from such sale shall
immediately be applied to retire mortgage bonds of PECO or ComEd issued under the terms of the PECO Mortgage or the ComEd Mortgage, as the case may be, or (II) the aggregate purchase price of
assets sold pursuant to such sale and leaseback transactions where such proceeds are not applied as provided inclause (I)shall not exceed, in
the aggregate for PECO, ComEd, Genco and their Subsidiaries, $1,000,000,000; and (xii) Liens, other than those described inclauses (i)through (xi)of thisSection 5.02(a), granted by such Borrower or, in the case of Exelon, any of its
Material Subsidiaries in the ordinary course of business securing Debt of such Borrower and, if applicable, such Material Subsidiaries;providedthat
the aggregate amount of all Debt secured by such Liens shall not exceed in the aggregate at any one time outstanding (I) in the case of Exelon and its Material Subsidiaries, $100,000,000,
(II) in the case of ComEd, $50,000,000, (III) in the case of Genco, $50,000,000, and (IV) in the case of PECO, $50,000,000.

(b)Mergers and Consolidations; Disposition of Assets. Merge with or into or consolidate with or into, or sell, assign, lease
or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person or permit any
Principal Subsidiary to do so,exceptthat (i) any of its Principal Subsidiaries may merge with or into or consolidate with or transfer assets to
any other Principal Subsidiary of such Borrower, (ii) any of its Principal Subsidiaries may merge with or into or consolidate with or transfer assets to such Borrower and (iii) such
Borrower or any of its Principal Subsidiaries may merge with or into or consolidate with or transfer assets to any other Person;providedthat, in each
case, immediately before and after giving effect thereto, no Event of Default or Unmatured Event of Default with respect to such Borrower shall have occurred and be continuing and (A) in the
case of any such merger, consolidation or transfer of assets to which a Borrower is a party, either (x) such Borrower shall be the surviving entity or (y) the surviving entity shall be
an Eligible Successor and shall have assumed all of the obligations of such Borrower under this Agreement and the Notes issued by such Borrower and the Facility LCs issued for the account of such
Borrower pursuant to a written instrument in form and substance satisfactory to the Administrative Agent, (B) subject toclause (A)above,
in the case of any such merger, consolidation or transfer of assets to which any of its Principal Subsidiaries is a party, a Principal Subsidiary of such
Borrower shall be the surviving entity and (C) subject toclause (A)above, in the case of any such merger, consolidation or transfer of
assets to which a Material Subsidiary of Exelon is a party, a Material Subsidiary of Exelon shall be the surviving entity.

(c)Interest Coverage Ratio.    Permit its Interest Coverage Ratio as of the last day of any fiscal quarter to be
less than (i) in the case of Exelon, 2.65 to 1.0; (ii) in the case of ComEd, 2.25 to 1.0; (ii) in the case of PECO, 2.25 to 1.0; and (iv) in the case of Genco, 3.25
to 1.0.

(d)Continuation of Businesses.    Engage in, or permit any of its Subsidiaries to engage in, any line of business
which is material to Exelon and its Subsidiaries, taken as a whole, other than businesses engaged in by such Borrower and its Subsidiaries as of the date hereof and reasonable extensions thereof.

(e)Capital Structure.    In the case of Exelon, fail at any time to own, free and clear of all Liens, at least 95%
of the issued and outstanding common shares or other common ownership interests of ComEd, 100% of the issued and outstanding common shares or other common ownership interests of PECO and 100% of the
issued and outstanding membership interests of Genco (or, in any such case,

30

---

of a holding company which owns, free and clear of all Liens, at least 95% of the issued and outstanding shares of common stock of ComEd, 100% of the issued and outstanding common shares or other
common ownership interests of PECO or 100% of the issued and outstanding membership interests of Genco).

(f)Restrictive Agreements.    In the case of Exelon, permit ComEd, Genco or PECO (or any holding company for any
of the foregoing described in the parenthetical clause at the end ofSection 5.02(e))to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of such entity to declare or pay dividends to Exelon (or, if applicable, to its holding
company), except for existing restrictions on (i) PECO relating to (A) the priority of payments on its subordinated debentures contained in the Indenture dated as of July 1, 1994
between PECO and First Union National Bank, as trustee, as amended and supplemented to the date hereof, and (B) the priority payment of quarterly dividends on its preferred stock contained in
its Amended and Restated Articles of Incorporation as in effect on the date hereof; and (ii) ComEd in connection with the securities described on its consolidated balance sheet as of
December 31, 2001 as "Company-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts holding solely the Company's Subordinated Debt Securities".

ARTICLE VI
EVENTS OF DEFAULT

SECTION
6.01Events of Default.If any of the following events shall occur and be continuing with respect to a
Borrower (any such event an "Event of Default" with respect to such Borrower):

(a)  Such
Borrower shall fail to pay (i) any principal of any Advance to such Borrower when the same becomes due and payable, (ii) any Reimbursement Obligation
of such Borrower within one Business Day after the same becomes due and payable or (iii) any interest on any Advance to such Borrower or any other amount payable by such Borrower under this
Agreement or any Note issued by such Borrower within three Business Days after the same becomes due and payable; or

(b)  Any
representation or warranty made by such Borrower herein or by such Borrower (or any of its officers) pursuant to the terms of this Agreement shall prove to have been
incorrect or misleading in any material respect when made; or

(c)  Such
Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.02,Section 5.01(a)(vii)or
Section 5.01(b)(i), in each case to the extent applicable to such Borrower, or (ii) any other term, covenant or agreement contained in
this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice
thereof shall have been given to such Borrower by the Administrative Agent (which notice shall be given by the Administrative Agent at the written request of any Lender); or

(d)  Such
Borrower or any Principal Subsidiary thereof shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal amount in
excess of $50,000,000 in the aggregate (but excluding Sithe Project Debt and Debt evidenced by the Notes, Nonrecourse Indebtedness and Transitional Funding Instruments) of such Borrower or such
Principal Subsidiary (as the case may be) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument
relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such

31

---

Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof, other than
any acceleration of any Debt secured by equipment leases or fuel leases of such Borrower or a Principal Subsidiary thereof as a result of the occurrence of any event requiring a prepayment (whether or
not characterized as such) thereunder, which prepayment will not result in a Material Adverse Change with respect to such Borrower; or

(e)  Such
Borrower or any Principal Subsidiary thereof (other than (i) a Special Purpose Subsidiary and (ii) so long as such entity has no Debt other than Sithe
Project Debt, Sithe Holdings and any Subsidiary thereof) shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such Borrower or any Principal Subsidiary thereof (other than (i) a Special Purpose
Subsidiary and (ii) so long as such entity has no Debt other than Sithe Project Debt, Sithe Holdings and any Subsidiary thereof) seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case
of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in
such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its
property,) shall occur; or such Borrower or any Principal Subsidiary thereof (other than (i) a Special Purpose Subsidiary and (ii) so long as such entity has no Debt other than Sithe
Project Debt, Sithe Holdings and any Subsidiary thereof) shall take any action to authorize or to consent to any of the actions set forth above in this Section 6.01(e); or

(f)    One
or more judgments or orders for the payment of money in an aggregate amount exceeding $50,000,000 (excluding any such judgments or orders which are fully covered by
insurance, subject to any customary deductible, and under which the applicable insurance carrier has acknowledged such full coverage in writing) shall be rendered against such Borrower or any
Principal Subsidiary thereof (other than, if applicable, Sithe Holdings) and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(g)  (i) Any
Reportable Event that the Majority Lenders determine in good faith might constitute grounds for the termination of any Plan or for the appointment by the
appropriate United States District Court of a trustee to administer a Plan shall have occurred and be continuing 30 days after written notice to such effect shall have been given to such
Borrower by the Administrative Agent or (ii) any Plan shall be terminated, or (iii) a Trustee shall be appointed by an appropriate United States District Court to administer any Plan or
(iv) the PBGC shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan;providedthat on the date of any
event described inclauses (i)through(iv)above, the Unfunded Liabilities of such Plan exceed
$20,000,000; or

(h)  In
the case of ComEd, Exelon (or a wholly owned Subsidiary of Exelon) shall fail to own, free and clear of all Liens, at least 95% of its issued and outstanding common
shares or other common ownership interests;

(i)    In
the case of PECO, Exelon (or a wholly owned Subsidiary of Exelon) shall fail to own, free and clear of all Liens, 100% of its issued and outstanding common shares or
other common ownership interests; or

32

---

(j)    In
the case of Genco, Exelon (or a wholly owned Subsidiary of Exelon) shall fail to own, free and clear of all Liens, 100% of the membership interests of Genco;

then,
and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, by notice to such Borrower, (i) declare the respective Commitments
of the Lenders to such Borrower and the commitment of the LC Issuer to issue Facility LCs for the account of such Borrower to be terminated, whereupon the same shall forthwith terminate, and/or
(ii) declare the principal amount outstanding under the Notes issued by such Borrower, all interest thereon and all other amounts payable under this Agreement by such Borrower (including all
contingent LC Obligations) to be forthwith due and payable, whereupon the principal amount outstanding under such Notes, all such interest and all such other amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by such Borrower;providedthat in the event of an Event of Default underSection 6.01(e), (A) the obligation of each Lender to make any Advance to such Borrower and
the obligation of the LC Issuer to issue Facility LCs for the account of such Borrower shall automatically be terminated and (B) the principal amount outstanding under the Notes issued by such
Borrower, all interest thereon and all other amounts payable by such Borrower hereunder (including all contingent LC Obligations of such Borrower) shall automatically and immediately become due and
payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by such Borrower.

ARTICLE VII
THE AGENTS

SECTION
7.01Authorization and Action.Each Lender hereby appoints and authorizes the Administrative Agent to
take such action as administrative agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the
Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes;providedthat the Administrative Agent shall not be
required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each
Lender prompt notice of each notice given to it by a Borrower pursuant to the terms of this Agreement.

SECTION
7.02Agents' Reliance, Etc.Neither the Administrative Agent nor any of its directors, officers, agents
or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their respective own gross negligence or willful
misconduct. Without limiting the generality of the foregoing: (i) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives and
accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) the
Administrative Agent may consult with legal counsel (including counsel for a Borrower), independent public
accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or
experts; (iii) the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement; (iv) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including the

33

---

books and records) of any Borrower; (v) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) the Administrative Agent shall not incur any liability under or in respect of this Agreement by
acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party
or parties.

SECTION
7.03Agents and Affiliates.With respect to its Commitment, Advances and Notes, Bank One shall have the
same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
indicated, include Bank One in its individual capacity. Bank One and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of
business with, any Borrower, any subsidiary of any Borrower and any Person who may do business with or own securities of any Borrower or any such subsidiary, all as if it were not an Agent and without
any duty to account therefor to the Lenders.

SECTION
7.04Lender Credit Decision.Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on the financial statements referred to inSection 4.01(e)and such other documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement.

SECTION
7.05Indemnification.The Lenders agree to indemnify each Agent (to the extent not reimbursed by a
Borrower), ratably according to their respective Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any such Agent in any way relating to or arising out of this Agreement or any action taken or
omitted by any such Agent under this Agreement,providedthat no Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees
to reimburse each such Agent promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection
with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by a Borrower but for which such Agent is not reimbursed by such Borrower.

SECTION
7.06Successor Administrative Agent.The Administrative Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the
right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within
30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank described inclause (i)or (ii)of the
definition of "Eligible Assignee" and having a combined capital and surplus of at least $150,000,000. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of thisArticle VIIshall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Event of Default or Unmatured Event of Default shall have occurred and be
continuing, then no successor Administrative Agent shall be appointed under thisSection 7.06without the prior written consent of the Borrowers,
which consent shall not be unreasonably withheld or delayed.

34

---

SECTION 7.07Co-Documentation Agents, Co-Syndication Agents and Lead Arranger.The
titles "Co-Documentation Agent," "Co-Syndication Agent" and "Lead Arranger and Sole Book Runner" are purely honorific, and no Person designated as a
"Co-Documentation Agent," a "Co-Syndication Agent" or the "Lead Arranger and Sole Book Runner" shall have any duties or responsibilities in such capacity.

ARTICLE VIII
MISCELLANEOUS

SECTION
8.01Amendments, Etc.No amendment or waiver of any provision of this Agreement or the Notes, nor
consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and, in the case of an amendment, the
Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;providedthat
no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is a Borrower or an Affiliate of a Borrower), do any of the following:
(a) waive any of the conditions specified inSection 3.01or3.02, (b) increase or
extend the Commitments of the Lenders, increase any Borrower's Sublimit to an amount greater than the amount specified inSection 2.04(c)(ii)(B)or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed
for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (f) amend this Section 8.01;provided,further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, in addition to the Lenders required above to take such action, affect the rights or duties
of the Administrative Agent under this Agreement or any Note; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuer, in addition to the Lenders required
above to take such action, affect the rights or duties of the LC Issuer under this Agreement.

SECTION
8.02Notices, Etc.All notices and other communications provided for hereunder shall be in writing
(including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to any Borrower, at 10 S. Dearborn, 37th Floor, Chicago, IL
60603, Attention: J. Barry Mitchell, Telecopy: (312) 394-5440; if to any Lender listed on the signature pages hereof, at its Domestic Lending Office specified opposite its name on Schedule Ihereto; if to any
other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address at 1 Bank One Plaza,
Mail Suite 0634, 1FPN-10, Chicago, Illinois 60670, Attention: Mr. Ron Cromey, Telecopy: (312) 732-4840 or, as to each party, at such other address as shall be
designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective when deposited in
the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative
Agent pursuant toArticle IIorVIIshall not be effective until received by the Administrative
Agent.

SECTION
8.03No Waiver; Remedies.No failure on the part of any Lender, the LC Issuer or the Administrative
Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

35

---

SECTION
8.04Costs and Expenses; Indemnification.(a) Each Borrower severally agrees to pay on demand all
costs and expenses incurred by the Administrative Agent, the LC Issuer and the Lead Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and
amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including the reasonable fees, internal charges and out-of-pocket expenses of counsel
(including in-house counsel) for the Administrative Agent, the LC issuer and the Lead Arranger with respect thereto and with respect to advising the Administrative Agent, the LC Issuer and
the Lead Arranger as to their respective rights and responsibilities under this Agreement, in each case to the extent attributable to such Borrower;it being
understoodthat to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay its proportionate share thereof according to
the Borrowers' respective Sublimits at the time such costs and expenses were incurred. Each Borrower further severally agrees to pay on demand all costs and expenses, if any (including counsel fees
and expenses of outside counsel and of internal counsel), incurred by the Agent, the LC Issuer or any Lender in connection with the collection and enforcement (whether through negotiations, legal
proceedings or otherwise) of such Borrower's obligations this Agreement, the Notes issued by such Borrower and the other documents to be delivered by such Borrower hereunder, including reasonable
counsel fees and expenses in connection with the enforcement of rights under thisSection 8.04(a), in each case to the extent attributable to
such Borrower;it being understoodthat to the extent any such costs and expenses are not attributable to a particular Borrower, each Borrower shall pay
its proportionate share thereof according to the Borrowers' respective Sublimits at the time such costs and expenses were incurred.

(b)  If
any payment of principal of, or any conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result
of a payment or conversion pursuant toSection 2.09or2.12or acceleration of the maturity of
the Notes pursuant toSection 6.01or for any other reason, the applicable Borrower shall, upon demand by any Lender (with a copy of such demand
to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amount required to compensate such Lender for any additional losses, costs or expenses which it
may reasonably incur as a result of such payment or conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

(c)  Each
Borrower hereby severally agrees to indemnify and hold each Lender, the LC Issuer, each Agent and each of their respective Affiliates, officers, directors and
employees (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including
reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such
proceeding) that any of them may pay or incur arising out of or relating to this Agreement, the Notes or the transactions contemplated thereby, or the use by such Borrowers or any of its Subsidiaries
of the proceeds of any Advance to such Borrower, in each case to the extent such claims damages, losses, liabilities, costs or expenses are attributable to such Borrower,it
being understoodthat to the extent any such claims, damages, losses, liabilities, costs or expenses are not attributable to a particular Borrower, each Borrower shall pay its
proportionate share thereof according to the Borrowers' respective Sublimits at the time such claims, damages, losses, liabilities, costs or expenses arose; providedthat no Borrower shall be liable for
any portion of such claims, damages, losses, liabilities, costs or expenses resulting from such
Indemnified Person's gross negligence or willful misconduct. Each Borrower's obligations under thisSection 8.04(c)shall survive the repayment
of all amounts owing by such Borrower to the Lenders and the Administrative Agent under this Agreement and the Notes issued by such Borrower and the termination of the Commitments to such Borrower. If
and to the extent that the obligations of a Borrower under this Section 8.04(c) are unenforceable for any reason, such Borrower agrees to make the maximum contribution to the payment and
satisfaction thereof which is permissible under applicable law.

36

---

SECTION
8.05Right of Set-off.Upon (i) the occurrence and during the continuance of any
Event of Default with respect to a Borrower and (ii) the making of the request or the granting of the consent specified bySection 6.01to
authorize the Administrative Agent to declare the Notes issued by such Borrower due and payable pursuant to the provisions ofSection 6.01, each
Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of such Borrower against any and all of the obligations of such Borrower now or
hereafter existing under this Agreement and any Note of such Borrower held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender, providedthat the failure to give such notice
shall not affect the validity of such set-off and application. The rights of each Lender under
thisSection 8.05are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

SECTION
8.06Binding Effect.This Agreement shall become effective when counterparts hereof shall have been
executed by the Borrowers and the Agents and when the Administrative Agent shall have been notified by each Lender that such Lender has executed a counterpart hereof and thereafter shall be binding
upon and inure to the benefit of the Borrowers, the Agents and each Lender and their
respective successors and assigns,providedthat (except as permitted bySection 5.02(b)(iii))no
Borrower shall have the right to assign rights hereunder or any interest herein without the prior written consent of all Lenders.

SECTION
8.07Assignments and Participations.(a) Each Lender may, with the prior written consent of
Exelon, the LC Issuer and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by a Borrower pursuant to Section 8.07(g)shall to the extent
required by such Section, assign to one or more banks or other entities all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it, its participation in Facility LCs and the Note or Notes held by it); providedthat (i) each
such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and
obligations under this Agreement, (ii) the Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than $10,000,000 or, if less, the entire amount of such Lender's Commitment, and shall be an integral multiple of $1,000,000 or such Lender's
entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $4,000 (which shall be
payable by one or more of the parties to the Assignment and Acceptance, and not by any Borrower, and shall not be payable if the assignee is a Federal Reserve Bank), and (v) the consent of
Exelon shall not be required after the occurrence and during the continuance of any Event of Default. Upon such execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to
such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Acceptance covering all
or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto (although an assigning Lender shall continue to be entitled
to indemnification pursuant toSection 8.04(c)). Notwithstanding anything contained in this Section 8.07(a)to the contrary, (A) the consent
of Exelon, the LC Issuer and the Administrative Agent shall not be required with respect
to

37

---

any assignment by any Lender to an Affiliate of such Lender or to another Lender and (B) any Lender may at any time, without the consent of Exelon, the LC Issuer or the Administrative Agent,
and without any requirement to have an Assignment and Acceptance executed, assign all or any part of its rights under this Agreement and its Notes to a Federal Reserve Bank, providedthat no such
assignment shall release the transferor Lender from any of its obligations hereunder.

(b)  By
executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition
of any Borrower or the performance or
observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy
of this Agreement, together with copies of the financial statements referred to inSection 4.01(e)and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed
by it as a Lender.

(c)  The
Administrative Agent shall maintain at its address referred to inSection 8.02a copy of each Assignment and
Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment Amount of, and principal amount of the Advances owing by each
Borrower to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and each Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)  Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with all Notes
subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrowers. Within five Business Days after its receipt of such notice, each Borrower, at its own expense, shall execute and deliver to the Administrative
Agent, in exchange for the surrendered Note issued by such Borrower a new Note to the order of such Eligible Assignee in an amount equal to the product of the Commitment Amount assumed by such
Eligible Assignee pursuant to such Assignment and Acceptance multiplied by the percentage which such Borrower's Sublimit is of the aggregate amount of the Commitment Amounts (the
"Sublimit Percentage") and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount
equal to the product of the Commitment Amount of such assigning Lender after giving effect to such assignment

38

---

multiplied by the Sublimit Percentage. Each such new Note or Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A.

(e)  Each
Lender may sell participations to one or more banks or other entities (each, a "Participant") in or to all or a
portion of its rights and/or obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it, its participation in Facility LCs and the Note or Notes held by
it);providedthat (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrowers, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) such Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of any provision of this Agreement or the Note or Notes held by such Lender, other than any such amendment, modification
or waiver with respect to any Advance or Commitment in which such Participant has an interest that forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any
such Advance or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees on, any such Advance or Commitment, extends any Commitment, releases any
guarantor of any such Advance or releases any substantial portion of collateral, if any, securing any such Advance.

(f)    Any
Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrowers furnished to
such Lender by or on behalf of the Borrowers;providedthat, prior to any such disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any confidential information relating to the Borrowers received by it from such Lender (subject to customary exceptions regarding regulatory
requirements, compliance with legal process and other requirements of law).

(g)  If
(i) any Lender shall make demand for payment underSection 2.11(a), 2.11(b)or2.14,
(ii) shall deliver any notice to the Administrative Agent pursuant to Section 2.12resulting in the suspension of certain obligations of the Lenders with respect to Eurodollar Rate Advances or
(iii) shall
fail to consent to, or shall revoke its consent to, an extension of the scheduled Commitment Termination Date pursuant toSection 2.17, then (in
the case of clause (i)) within 60 days after such demand (if, but only if, such payment demanded underSection 2.11(a), 2.11(b)or2.14has been made by the applicable Borrower), or (in the case of clause (ii)) within
60 days after such notice (if such suspension is still in effect), or (in the case of clause (iii)) no later than five days prior to the then effective scheduled Commitment Termination
Date, as the case may be, the Borrowers may demand that such Lender assign in accordance with thisSection 8.07to one or more Eligible Assignees
designated by the Borrowers and reasonably acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment, the Advances owing to it and its participation in the
Facility LCs within the next succeeding 30 days (in the case ofclause (i)or clause (ii)), or within the next succeeding five days (in the
case ofclause (iii)). If
any such Eligible Assignee designated by the Borrowers shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrowers shall fail to designate any such Eligible
Assignee for all of such Lender's Commitment, Advances and participation in Facility LCs, then such Lender may (but shall not be required to) assign such Commitment and Advances to any other Eligible
Assignee in accordance with thisSection 8.07during such period.

(h)  Notwithstanding
anything to the contrary contained herein, any Lender (a "Granting Bank") may grant to a special purpose
funding vehicle (an "SPC"), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrowers, the
option to provide to any Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to

39

---

make to such Borrower pursuant to this Agreement;providedthat (i) nothing herein shall constitute a commitment by any SPC to make any Advance,
(ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Advance, the Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent, and as if, such Advance were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity
or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any
SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the
United States or any State thereof. In addition, notwithstanding anything to the contrary contained in thisSection 8.07, any SPC may
(i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests
in any Advances to the Granting Bank or to any financial institutions (consented to by such Borrower and Administrative Agent, neither of which consents shall be unreasonably withheld or delayed)
providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any
non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(h)may not be amended in any manner which adversely affects a Granting Bank or an SPC without the written consent of such Granting
Bank or SPC.

SECTION
8.08Governing Law.THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

SECTION
8.09Consent to Jurisdiction; Certain Waivers.(a) THE BORROWERS HEREBY IRREVOCABLY SUBMIT TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA AND ANY UNITED STATES DISTRICT COURT SITTING IN THE COMMONWEALTH OF PENNSYLVANIA IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES AND THE BORROWERS HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVE ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

(b)  EXCEPT
AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE NOTES ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.

SECTION
8.10Execution in Counterparts; Integration.This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. This Agreement constitutes the entire agreement and understanding among the

40

---

parties hereto and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to the subject matter hereof.

SECTION
8.11Liability Several.No Borrower shall be liable for the obligations of any other Borrower hereunder.

SECTION
8.12Termination of Existing Agreement; Existing Letters of Credit.The Borrowers and the Lenders which
are parties to the Existing Agreement (which Lenders constitute the "Majority Lenders" as defined in the Existing Agreement) and Bank One, as Administrative Agent under the Existing Agreement, agree
that, concurrently with the making of the initial Advances hereunder, (a) the commitments under the Existing Agreement shall terminate and be of no further force or effect (without regard to
any requirement in Section 2.04 of the Existing Agreement for prior notice of termination of the commitments thereunder) and (b) the "Facility LCs" issued under the Existing Agreement
for the account of each Borrower (the "Existing Letters of Credit") shall be deemed to be Facility LCs hereunder.

[Remainder
of the page intentionally left blank]

41

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

| |  | EXELON CORPORATION           
| |  | -----------------------------
| |  | By:                          
| |  |                              
| |  | COMMONWEALTH EDISON COMPANY  
| |  | By:                          
| |  |                              
| |  | PECO ENERGY COMPANY          
| |  | By:                          
| |  |                              
| |  | EXELON GENERATION COMPANY LLC
| |  | By:                          
| |  |                              

---

THE LENDERS

Commitment Amount

|$122,000,000 |  | BANK ONE, NA(Main Office Chicago), as
Administrative Agent, as LC Issuer and as
a Lender
|------------ |  | ----------------------------------------------------------------------------------------
|             |  | By:                                                                                     
|             |  |                                                                                         

---

Commitment Amount

|$121,000,000 |  | CITIBANK, N.A.,as Co-Syndication Agent and as
a Lender
|------------ |  | ------------------------------------------------------
|             |  | By:                                                   
|             |  |                                                       

---

Commitment Amount

|$121,000,000 |  | WACHOVIA BANK N.A.,as Co-Syndication
Agent and as a Lender
|------------ |  | ----------------------------------------------------------
|             |  | By:                                                       
|             |  |                                                           

---

Commitment Amount

|$121,000,000 |  | ABN AMRO BANK, N.V.,as Co-Documentation
Agent and as a Lender
|------------ |  | -------------------------------------------------------------
|             |  | By:                                                          
|             |  |                                                              

---

Commitment Amount

|$121,000,000 |  | DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,as Co-
Documentation Agent and as a Lender
|------------ |  | -----------------------------------------------------------------------------------------------
|             |  | By:                                                                                            
|             |  |                                                                                                

---

Commitment Amount

|$101,000,000 |  | BARCLAYS BANK PLC,as a Lender
|------------ |  | -----------------------------
|             |  | By:                          
|             |  |                              

---

Commitment Amount

|$101,000,000 |  | JPMORGAN CHASE BANK,as a Lender
|------------ |  | -------------------------------
|             |  | By:                            
|             |  |                                

---

Commitment Amount

|$101,000,000 |  | MORGAN STANLEY BANK,as a Lender
|------------ |  | -------------------------------
|             |  | By:                            
|             |  |                                

---

Commitment Amount

|$101,000,000 |  | BNP PARIBAS,as a Lender
|------------ |  | -----------------------
|             |  | By:                    
|             |  |                        

---

Commitment Amount

|$80,000,000 |  | MERRILL LYNCH CAPITAL CORP.,as a
Lender
|----------- |  | ---------------------------------------
|            |  | By:                                    
|            |  |                                        

---

Commitment Amount

|$80,000,000 |  | THE BANK OF NOVA SCOTIA,as a Lender
|----------- |  | -----------------------------------
|            |  | By:                                
|            |  |                                    

---

Commitment Amount

|$75,000,000 |  | THE NORTHERN TRUST COMPANY,as a
Lender
|----------- |  | --------------------------------------
|            |  | By:                                   
|            |  |                                       

---

Commitment Amount

|$75,000,000 |  | MELLON BANK, N.A.as a Lender
|----------- |  | ----------------------------
|            |  | By:                         
|            |  |                             

---

Commitment Amount

|$70,000,000 |  | CREDIT SUISSE FIRST BOSTON,as a Lender
|----------- |  | --------------------------------------
|            |  | By:                                   
|            |  |                                       

---

Commitment Amount

|$60,000,000 |  | THE BANK OF NEW YORK,as a Lender
|----------- |  | --------------------------------
|            |  | By:                             
|            |  |                                 

---

Commitment Amount

|$50,000,000 |  | AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED,as a Lender
|----------- |  | -----------------------------------------------------------
|            |  | By:                                                        
|            |  |                                                            

---

SCHEDULE I

Credit Agreement dated as of November 22, 2002, among Exelon Corporation, Commonwealth Edison Company, Exelon Generation Company, LLC and PECO Energy
Company, as Borrowers, various financial institutions, as Lenders, Bank One, NA, as Administrative Agent, ABN AMRO Bank, N.V. and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
Co-Documentation Agents, and Citibank, N.A. and First Union National Bank, as Co-Syndication Agents.

|Name of Lender                                       |  | Domestic Lending Office                                                                                                                                                                                                                                      |  | Eurodollar Lending Office
|---------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------
|Bank One, NA                                         |  | 1 Bank One Plaza
Mail Suite 0634, 1FNP-10
Chicago, IL 60670
Attn: Gwendolyn Watson
Phone: (312) 732-4509
Fax: (312) 732-4840                                                                                                                                 |  | Same                     
|Citibank, N.A.                                       |  | 388 Greenwich St., 21st Floor
New York, NY 10013
Attn: Robert Harrity 9
Phone: (212) 816-8554
Fax: (212) 816-8098                                                                                                                                            |  | [Same]                   
|Wachovia Bank, N.A.                                  |  | 301 South College Street
Charlotte, NC 28288
Attn: Brian D. Smith
Phone: (704) 715-9941
Fax: (704) 374-2570                                                                                                                                                  |  | [Same]                   
|ABN AMRO Bank N.V.                                   |  | 208 South LaSalle Street
Suite 1500
Chicago, IL 60604
Attn: Credit Administration
Phone: (312) 992-5110
Fax: (312) 992-5111with a copy to:
135 South LaSalle Street
Suite 710
Chicago, IL 60603
Attn: Brendan Korb
Phone: (312) 904-1760
Fax: (312) 904-6387 |  | [Same]                   
|Dresdner Bank AG, New York
and Grand Cayman Branches |  | 75 Wall Street, 25th Floor
New York, NY 10005
Attn: Fred C. Thurston,
Vice President
Phone: (212) 429-2029
Fax: (212)429-2192                                                                                                                                |  | [Same]                   
|                                                     |  |                                                                                                                                                                                                                                                              |  |                          

I-1

---

|Barclays Bank PLC          |  | 200 Park Avenue
New York, NY 10166
Attn: Sydney Dennis
Phone: (212) 412-2470
Fax: (212) 412-2441                                                                                                                                                              |  | [Same]
|-------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------
|JPMorgan Chase Bank        |  | 270 Park Avenue
New York, NY 10017
Attn: Michael J. DeForge
Phone: (212) 270-1656
Fax: (212) 270-1063                                                                                                                                                         |  | [Same]
|Morgan Stanley Bank        |  | 750 Seventh Avenue
11th Floor
New York, NY 10020
Attn: Joseph DiTomaso
Phone: (212) 762-2320
Fax: (212) 762-0346                                                                                                                                              |  | [Same]
|BNP Paribas                |  | [    ]                                                                                                                                                                                                                                                        |  | [    ]
|Merrill Lynch              |  | 4 World Financial Center
7th Floor
New York, NY 10080
Attn: Carol Feeley
Phone: (212) 449-8414
Fax: (212) 738-1649with a copy to:
15 West South Temple
3rd Floor
Salt Lake City, UT 84101
Attn: Document Compliance
Phone: (801) 526-8300
Fax: (801) 531-7470 |  | [Same]
|The Bank of Nova Scotia    |  | [    ]                                                                                                                                                                                                                                                        |  | [    ]
|The Northern Trust Company |  | 50 South LaSalle, 11th Floor
Chicago, IL 60675
Attn: Eric Dybing
Phone: (312) 557-4063
Fax: (312) 444-5055                                                                                                                                                    |  | [Same]
|Mellon Bank, N.A.          |  | 525 William Penn Place 153-1203
Pittsburgh, PA 15259
Attn: Brenda Leierzapf
Phone: (412) 234-8161
Fax: (412) 209-6146                                                                                                                                         |  | [Same]
|                           |  |                                                                                                                                                                                                                                                               |  |       

I-2

---

|Credit Suisse First Boston                      |  | [    ]                                                                                                       |  | [    ]
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ------
|The Bank of New York                            |  | One Wall Street
New York, NY 10286
Attn: Kathy D'Elena
Phone: (212) 635-6691
Fax: (212) 635-7923             |  | [Same]
|Australia and New Zealand
Banking Group Limited |  | 1177 Avenue of the Americas
New York, NY 10036
Attn: Geoffrey Pack
Phone: (212) 801-9736
Fax: (212) 556-4837 |  | [Same]

I-3

---

SCHEDULE II
PRICING SCHEDULE

The "Applicable Margin," the "Facility Fee Rate" the "Utilization Fee Rate" and the "LC Fee Rate" for any day are the respective percentages set forth below in
the applicable row under the column corresponding to the Status that exists on such day:

Status

Applicable
Margin and LC
Fee Rate
prior to
Commitment
Termination Date

Applicable
Margin and LC
Fee Rate
beginning on
Commitment
Termination Date

Facility Fee
Rate

Utilization Fee
RateLevel I

0.550
%
0.900
%
0.100
%
0.100
%Level II

0.625
%
1.000
%
0.125
%
0.125
%Level III

0.725
%
1.100
%
0.150
%
0.125
%Level IV

0.925
%
1.425
%
0.200
%
0.250
%Level V

1.000
%
1.500
%
0.250
%
0.500
%


As
shown in the table above, the Applicable Margin and the LC Fee Rate will increase on the Commitment Termination Date by 0.35% for Level 1 Status, 0.375% for Level 2 Status and Level 3
Status and 0.50% for Level 4 and Level 5 Status.

The
Applicable Margin, the Facility Fee Rate, the Utilization Fee Rate and the LC Fee Rate shall be determined separately for each Borrower in accordance with the table above based on
the Status for such Borrower. The Status in effect for any Borrower on any date for the purposes of this Pricing Schedule is based on the Moody's Rating and S&P Rating in effect at the close of
business on such date.

For
the purposes of the foregoing (but subject to the final paragraph of this Pricing Schedule):

"Level
I Status" exists at any date for a Borrower if, on such date, such Borrower's Moody's Rating is A3 or better or such Borrower's S&P Rating is A- or better.

"Level
II Status" exists at any date for a Borrower if, on such date, (i) Level I Status does not exist for such Borrower and (ii) such Borrower's Moody's Rating is Baa1 or
better or such Borrower's S&P Rating is BBB+ or better.

"Level
III Status" exists at any date for a Borrower if, on such date, (i) neither Level I Status nor Level II Status exists for such Borrower and (ii) such Borrower's
Moody's Rating is Baa2 or better or such Borrower's S&P Rating is BBB or better.

"Level
IV Status" exists at any date if, on such date, (i) none of Level I Status, Level II Status or Level III Status exists for such Borrower and (ii) such Borrower's
Moody's Rating is Baa3 or better or such Borrower's S&P Rating is BBB- or better.

"Level
V Status" exists at any date for a Borrower if, on such date, none of Level I Status, Level II Status, Level III Status or Level IV Status exists for such Borrower.

"Status"
means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

If
the S&P Rating and the Moody's Rating for a Borrower create a split-rated situation and the ratings differential is one level, the higher rating will apply. If the differential is two
levels or more, the intermediate rating at the midpoint will apply. If there is no midpoint, the higher of the two intermediate ratings will apply. If a Borrower has no Moody's Rating or no S&P
Rating, Level V Status shall exist for such Borrower.

II-1

---

TABLE OF CONTENTS

|                                                |                                                                               | Page
|----------------------------------------------- | ----------------------------------------------------------------------------- | ----
|ARTICLE I DEFINITIONS AND ACCOUNTING TERMS      |                                                                               | 1   
|                                                | SECTION 1.01 Certain Defined Terms                                            |     
|                                                | SECTION 1.02 Other Interpretive Provisions                                    |     
|                                                | SECTION 1.03 Accounting Principles                                            |     
|ARTICLE II AMOUNTS AND TERMS OF THE COMMITMENTS |                                                                               | 11  
|                                                | SECTION 2.01 Commitments                                                      |     
|                                                | SECTION 2.02 Procedures for Advances; Limitations on Borrowings               |     
|                                                | SECTION 2.03 Facility and Utilization Fees                                    |     
|                                                | SECTION 2.04 Reduction of Commitment Amounts; Adjustment of Sublimits         |     
|                                                | SECTION 2.05 Repayment of Advances                                            |     
|                                                | SECTION 2.06 Interest on Advances                                             |     
|                                                | SECTION 2.07 Additional Interest on Eurodollar Advances                       |     
|                                                | SECTION 2.08 Interest Rate Determination                                      |     
|                                                | SECTION 2.09 Continuation and Conversion of Advances                          |     
|                                                | SECTION 2.10 Prepayments                                                      |     
|                                                | SECTION 2.11 Increased Costs                                                  |     
|                                                | SECTION 2.12 Illegality                                                       |     
|                                                | SECTION 2.13 Payments and Computations                                        |     
|                                                | SECTION 2.14 Taxes                                                            |     
|                                                | SECTION 2.15 Sharing of Payments, Etc                                         |     
|                                                | SECTION 2.16 Facility LCs                                                     |     
|                                                | SECTION 2.17 Extension of Commitment Termination Date                         |     
|ARTICLE III CONDITIONS TO CREDIT EXTENSIONS     |                                                                               | 24  
|                                                | SECTION 3.01 Conditions Precedent to Initial Credit Extensions                |     
|                                                | SECTION 3.02 Conditions Precedent to All Credit Extensions                    |     
|ARTICLE IV REPRESENTATIONS AND WARRANTIES       |                                                                               | 25  
|                                                | SECTION 4.01 Representations and Warranties of the Borrowers                  |     
|ARTICLE V COVENANTS OF THE BORROWERS            |                                                                               | 27  
|                                                | SECTION 5.01 Affirmative Covenants                                            |     
|                                                | SECTION 5.02 Negative Covenants                                               |     
|ARTICLE VI EVENTS OF DEFAULT                    |                                                                               | 31  
|                                                | SECTION 6.01 Events of Default                                                |     
|ARTICLE VII THE AGENTS                          |                                                                               | 33  
|                                                | SECTION 7.01 Authorization and Action                                         |     
|                                                | SECTION 7.02 Agents' Reliance, Etc                                            |     
|                                                | SECTION 7.03 Agents and Affiliates                                            |     
|                                                | SECTION 7.04 Lender Credit Decision                                           |     
|                                                | SECTION 7.05 Indemnification                                                  |     
|                                                | SECTION 7.06 Successor Administrative Agent                                   |     
|                                                | SECTION 7.07 Co-Documentation Agents, Co-Syndication Agents and Lead Arranger |     
|ARTICLE VIII MISCELLANEOUS                      |                                                                               | 35  
|                                                | SECTION 8.01 Amendments, Etc                                                  |     
|                                                | SECTION 8.02 Notices, Etc                                                     |     
|                                                | SECTION 8.03 No Waiver; Remedies                                              |     
|                                                | SECTION 8.04 Costs and Expenses; Indemnification                              |     
|                                                | SECTION 8.05 Right of Set-off                                                 |     
|                                                | SECTION 8.06 Binding Effect                                                   |     
|                                                | SECTION 8.07 Assignments and Participations                                   |     
|                                                | SECTION 8.08 Governing Law                                                    |     
|                                                | SECTION 8.09 Consent to Jurisdiction; Certain Waivers                         |     

---

| | SECTION 8.10 Execution in Counterparts; Integration                        |  | 40
| | -------------------------------------------------------------------------- |  | --
| | SECTION 8.11 Liability Several                                             |  | 41
| | SECTION 8.12 Termination of Existing Agreement; Existing Letters of Credit |  | 41

|Schedule I  |  | List of Applicable Lending Offices                     |  | 
|----------- |  | ------------------------------------------------------ |  | 
|Schedule II |  | Pricing Schedule                                       |  | 
|Exhibit A   |  | Form of Note                                           |  | 
|Exhibit B   |  | Form of Notice of Borrowing                            |  | 
|Exhibit C   |  | Form of Assignment and Acceptance                      |  | 
|Exhibit D-1 |  | Form of Opinion of Special Counsel for Exelon and PECO |  | 
|Exhibit D-2 |  | Form of Opinion of Special Counsel for ComEd           |  | 
|Exhibit E   |  | Form of Annual and Quarterly Compliance Certificate    |  | 

ii

---

QuickLinks