REGISTERED                                                          $[        ]
No. ______


                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                  CUSIP NO.


         THE PRINCIPAL OF THIS CLASS [ ] TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS CLASS [ ] TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF.


                          PECO ENERGY TRANSITION TRUST

                    TRANSITION BONDS, SERIES [    ], Class [    ].


Bond                    Original Principal                      Expected Final
Rate                          Amount                           Amortization Date
----                          ------                           -----------------
[   ]%                      $[        ]                            [ ], [ ]


         PECO Energy Transition Trust, a statutory business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to the Registered Holder
hereof, or registered assigns, the Original Principal Amount shown above in
[monthly][quarterly][semi-annual] instalments on the Payment Dates and in the
amounts specified on the reverse hereof or, if less, the amounts determined
pursuant to Section 8.02(e) of the Indenture, in each year, commencing on the
date determined as provided on the reverse hereof and ending on or before the
Class Rated Final Payment Date, to pay the entire unpaid principal hereof on the
Class Final Maturity Date and to pay interest, at [the Bond Rate shown above][a
floating rate calculated as follows [insert formula]], on each [ ] or if any
such day is not a Business Day, the next succeeding Business Day, commencing on
[ ], 2000 and continuing until the earlier of the payment of the principal
hereof and the Class Termination Date (each a "Payment Date"), on the principal
amount of this Class [ ] Transition Bond outstanding from time to time. Interest
on this Class [ ] Transition Bond will accrue for each Payment Date from the
most recent


<PAGE>

                                                                              2


Payment Date on which interest has been paid to but excluding such Payment Date
or, if no interest has yet been paid, from [ ], 2000. Interest will be computed
on the basis of [a 360-day year of twelve 30-day months]. Such principal of and
interest on this Class [ ] Transition Bond shall be paid in the manner specified
on the reverse hereof.

         The principal of and interest on this Class [ ] Transition Bond are
payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Class [ ] Transition Bond shall be
applied first to interest due and payable on this Class [ ] Transition Bond as
provided above and then to the unpaid principal of and premium, if any, on this
Class [ ] Transition Bond, all in the manner set forth in Section 8.02(e) of the
Indenture.

         Reference is made to the further provisions of this Class [ ]
Transition Bond set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Class [ ] Transition Bond.

         Unless the certificate of authentication hereon has been executed by
the Bond Trustee whose name appears below by manual signature, this Class [ ]
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


<PAGE>

                                                                              3


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an Authorized Officer of the Issuer Trustee.

Date:


                                        PECO ENERGY TRANSITION TRUST,

                                              by First Union Trust Company,
                                                 National Association, not in
                                                 its individual capacity but
                                                 solely as Issuer Trustee,

                                              by
                                                   ---------------------------
                                                   Name:
                                                   Title:


<PAGE>


                                                                              4



                  BOND TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:                 , 2000
      -----------------


         This is one of the Class [ ] Transition Bonds of the Series [ ]
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.


                                              THE BANK OF NEW YORK,

                                                by
                                                    --------------------------
                                                    Authorized Signatory



<PAGE>


                                                                             5


                          [REVERSE OF TRANSITION BOND]


         This Series [ ], Class [ ] Transition Bond is one of a duly authorized
issue of Transition Bonds of the Issuer, designated as its Transition Bonds
(herein called the "Transition Bonds"), issued and to be issued in one or more
Series, which Series are issuable in one or more Classes, and this Series [ ]
Transition Bond, in which this Class [ ] Transition Bond represents an interest,
consists of [ ] Classes, including the Class [ ] Transition Bonds (herein called
the "Class [ ] Transition Bonds"), all issued and to be issued under an
indenture dated as of March 1, 1999, and a series supplement thereto dated as of
[ ], [2000] (such series supplement, as supplemented or amended, the
"Supplement" and, collectively with such indenture, as supplemented or amended,
the "Indenture"), each between the Issuer and The Bank of New York, as Bond
Trustee (the "Bond Trustee", which term includes any successor bond trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the Collateral property pledged, the
nature and extent of the security, the respective rights, obligations and
immunities thereunder of the Issuer, the Bond Trustee and the Holders of the
Transition Bonds and the terms and conditions under which additional Transition
Bonds may be issued. All terms used in this Class [ ] Transition Bond that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in the Indenture.

         The Class [ ] Transition Bonds, the other Classes of Series [ ]
Transition Bonds and any other Series of Transition Bonds issued by the Issuer
are and will be equally and ratably secured by the Collateral pledged as
security therefor as provided in the Indenture.

         The principal of this Class [ ] Transition Bond shall be payable on
each Payment Date only to the extent that amounts in the Collection Account are
available therefor, and only until the outstanding principal balance thereof on
such Payment Date (after giving effect to all payments of principal, if any,
made on such Payment Date) has been reduced to the principal balance specified
in the Expected Amortization Schedule which is attached to the Supplement as
Schedule A, unless payable earlier either because (i) an Event of Default shall
have occurred and be continuing and the Bond Trustee or the Holders of
Transition


<PAGE>


                                                                              6

Bonds representing not less than a majority of the Outstanding Amount of the
Transition Bonds of all Series have declared the Transition Bonds to be
immediately due and payable in accordance with Section 5.02 of the Indenture,
(ii) the Issuer, at its option, shall have called for the redemption of the
Series [ ] Transition Bonds in whole or from time to time in part pursuant to
Section 10.01 of the Indenture [or][,] (iii) the Issuer shall have called for
the redemption of the Series [ ] Transition Bonds pursuant to Section 10.02 of
the Indenture if the Seller is required to pay Liquidated Damages pursuant to
Section 5.01(c) or (d) of the Sale Agreement [or (iv) the Issuer shall have
called for the redemption of the Series [ ] Transition Bond in whole or from
time to time in part pursuant to Section 6(a) or 6(b) of the Supplement].
However, actual principal payments may be made in lesser than expected amounts
and at later than expected times as determined pursuant to Section 8.02(e) of
the Indenture. The entire unpaid principal amount of this Class [ ] Transition
Bond shall be due and payable on the earlier of the Class Final Maturity Date
hereof and the Redemption Date, if any, herefor. Notwithstanding the foregoing,
the entire unpaid principal amount of the Transition Bonds shall be due and
payable, if not then previously paid, on the date on which an Event of Default
shall have occurred and be continuing and the Bond Trustee or the Holders of the
Transition Bonds representing not less than a majority of the Outstanding Amount
of the Transition Bonds have declared the Transition Bonds to be immediately due
and payable in the manner provided in Section 5.02 of the Indenture. All
principal payments on the Class [ ] Transition Bonds shall be made pro rata to
the Class [ ] Transition Bondholders entitled thereto based on the respective
principal amounts of the Class [ ] Transition Bonds held by them.

         Payments of interest on this Class [ ] Transition Bond due and payable
on each Payment Date, together with the instalment of principal or premium, if
any, due on this Class [ ] Transition Bond on such Payment Date shall be made by
check mailed first-class, postage prepaid, to the Person whose name appears as
the Registered Holder of this Class [ ] Transition Bond (or one or more
Predecessor Transition Bonds) in the Transition Bond Register as of the close of
business on the Record Date or in such other manner as may be provided in the
Supplement, except that with respect to Class [ ] Transition Bonds registered on
the Record Date in the name of a Clearing Agency, payments will be made by wire
transfer in immediately available funds to


<PAGE>


                                                                             7


the account designated by such Clearing Agency and except for the final
instalment of principal and premium, if any, payable with respect to this Class
[ ] Transition Bond on a Payment Date which shall be payable as provided below.
Such checks shall be mailed to the Person entitled thereto at the address of
such Person as it appears in the Transition Bond Register as of the applicable
Record Date without requiring that this Class [ ] Transition Bond be submitted
for notation of payment. Any reduction in the principal amount of this Class [ ]
Transition Bond (or any one or more Predecessor Transition Bonds) effected by
any payments made on any Payment Date shall be binding upon all future Holders
of this Class [ ] Transition Bond and of any Class [ ] Transition Bond issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Class [ ] Transition Bond on a Payment Date, then the
Bond Trustee, in the name of and on behalf of the Issuer, will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed no later than five days prior to such final
Payment Date and shall specify that such final instalment will be payable only
upon presentation and surrender of this Class [ ] Transition Bond and shall
specify the place where this Class [ ] Transition Bond may be presented and
surrendered for payment of such instalment.

         The Issuer shall pay interest on overdue instalments of interest on
this Class [ ] Transition Bond at the Class [ ] Bond Rate to the extent lawful.

         As provided in the Indenture, the Class [ ] Transition Bonds may be
redeemed, in whole or from time to time in part, at the option of the Issuer on
any Redemption Date at the Redemption Price. In addition, as provided in the
Indenture, if the Seller is required to pay Liquidated Damages pursuant to
Section 5.01(c) or (d) of the Sale Agreement, the Issuer will be required to
redeem all outstanding Series of Transition Bonds, including the Class [ ]
Transition Bonds, on the Liquidated Damages Redemption Date. [The Issuer will
also be required to redeem the Class [ ] Transition Bonds in certain
circumstances as provided in Sections 6(a) and 6(b) of the Supplement.]


<PAGE>


                                                                             8


         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class [ ] Transition Bond may be registered
in the Transition Bond Register upon surrender of this Class [ ] Transition Bond
for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Bond Trustee duly executed by
the Holder hereof or his attorney duly authorized in writing, with such
signature guaranteed by an Eligible Guarantor Institution, and thereupon one or
more new Class [ ] Transition Bonds of any Authorized Initial Denominations and
in the same aggregate initial principal amount will be issued to the designated
transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Class [ ] Transition Bond, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange.

         Each Class [ ] Transition Bondholder, by acceptance of a Class [ ]
Transition Bond, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Bond Trustee on
the Class [ ] Transition Bonds or under the Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) any
owner of a beneficial interest in the Issuer or (ii) any partner, owner,
beneficiary, agent, officer, director or employee of the Bond Trustee, any
holder of a beneficial interest in the Issuer or the Bond Trustee or of any
successor or assign of the Bond Trustee, except as any such Person may have
expressly agreed (it being understood that all of the Bond Trustee's obligations
are in its individual capacity).

         Prior to the due presentment for registration of transfer of this Class
[ ] Transition Bond, the Issuer, the Bond Trustee and any agent of the Issuer or
the Bond Trustee may treat the Person in whose name this Class [ ] Transition
Bond is registered (as of the day of determination) as the owner hereof for the
purpose of receiving payments of principal of and premium, if any, and interest
on this Class [ ] Transition Bond and for all other purposes whatsoever, whether
or not this Class [ ] Transition Bond be overdue, and neither the Issuer, the
Bond


<PAGE>


                                                                             9


Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Transition Bonds under the Indenture
at any time by the Issuer with the consent of the Holders of Transition Bonds
representing a majority of the Outstanding Amount of all Transition Bonds at the
time Outstanding of each Series or Class to be affected. The Indenture also
contains provisions permitting the Holders of Transition Bonds representing
specified percentages of the Outstanding Amount of the Transition Bonds of all
Series, on behalf of the Holders of all the Transition Bonds, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Class [ ] Transition Bond (or any one of more
Predecessor Transition Bonds) shall be conclusive and binding upon such Holder
and upon all future Holders of this Class [ ] Transition Bond and of any Class [
] Transition Bond issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Class [ ] Transition Bond. The Indenture also permits the Bond
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Transition Bonds issued
thereunder.

         The term "Issuer" as used in this Class [ ] Transition Bond includes
any successor to the Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Bond Trustee and the
Holders of Transition Bonds under the Indenture.

         The Class [ ] Transition Bonds are issuable only in registered form in
Authorized Initial Denominations as provided in the Indenture and the
Supplement, subject to certain limitations therein set forth.

         This Class [ ] Transition Bond, the Indenture and the Supplement shall
be construed in accordance with the laws of the Commonwealth of Pennsylvania,
without reference to its conflict of law provisions, and the obligations,


<PAGE>


                                                                            10


rights and remedies of the parties hereunder and thereunder shall be determined
in accordance with such laws.

         No reference herein to the Indenture and no provision of this Class [ ]
Transition Bond or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Class [ ] Transition Bond at the times, place, and rate, and in
the coin or currency herein prescribed.



<PAGE>


                                                                            11



                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number
of assignee

_____________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________________________________________

_______________________________________________________________________________
                         (name and address of assignee)

the within Class [  ] Transition Bond and all rights
thereunder, and hereby irrevocably constitutes and appoints

_____________________________________________________________________________,
attorney, to transfer said Class [ ] Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.

Dated: ______________                            _____________________________*
                                                 Signature Guaranteed:



_____________________                            ______________________________




___________

         * NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Class [ ]
Transition Bond in every particular, without alteration, enlargement or any
change whatsoever.