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                          COMPETITIVE DEFAULT SERVICES
                             COORDINATION AGREEMENT


     This Competitive Default Services Coordination Agreement (this
"Agreement"), dated October 18, 2000, is entered into by and between PECO
Energy Company, a Pennsylvania corporation and electric distribution company
(the "Company"), and The New Power Company, Inc., a Delaware corporation (the
"CDS Provider"). (Each individually referred to as a "Party" and collectively
as the "Parties"). All terms used in this Agreement that are not otherwise
defined herein shall have the meaning provided in the Electric Generation
Supplier Coordination Tariff of PECO Energy Company (the "Supplier Tariff").

BACKGROUND: WHEREAS,

A.   The Company acts as the default provider of last resort for electric
     customers in its service territory;

B.   On August 24, 2000, the Company issued a Request for Proposal for Bilateral
     Agreements for Competitive Default Service ("CDS"), issued pursuant to the
     Company's Joint Petition for Settlement of its Electric Restructuring Case,
     dated April 29, 1998, as modified by its Joint Petition for Settlement of A
     Plan of Corporate Restructuring and Merger, dated March 23, 2000;

C.   CDS Provider submitted to the Company a bid to provide CDS to the CDS
     Customers (as defined in Section 5 below);

D.   The Company has selected CDS Provider as the winning bidder to provide CDS;
     and

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E.   The Parties wish to set forth herein the terms and conditions pursuant to
     which CDS Provider shall provide CDS.

F.   NOW, THEREFORE, in consideration of the mutual covenants, representations
     and agreements hereinafter set forth, the Parties, intending to be legally
     bound, hereby agree as follows:


1.   The Parties acknowledge that the approval of this Agreement without
     modification by the Pennsylvania Public Utility Commission (the
     "Commission") is a condition precedent to the Parties' respective
     obligations hereunder, and the Parties shall cooperate in good faith to
     promptly secure such approval. Such approval also shall include a
     confirmation by the Commission that: (i) the 299,300 residential customers
     assigned to CDS in accordance with the provisions of Section 5 of this
     Agreement shall be included in calculating the required thirty-five percent
     (35%) market share threshold as set forth in Paragraph 39 of the Company's
     April 29, 1998 Restructuring Settlement; (ii) the CDS Provider shall not,
     by reason of the exercise of its rights and the performance of its
     obligations under this Agreement, be considered a "public utility" within
     the meaning of 66 Pa. C.S.A. Section 102, but rather shall be subject to
     those rules and regulations applicable to an "Electric Generation
     Supplier" and "electric supplier" within the meaning of 66 Pa. C.S.A.
     Section 2803, as may be modified by this Agreement; and (iii) the
     proposed operational procedures for the CDS Provider set forth in Exhibit
     A hereto are consistent with those provisions of the competitive
     safeguards and/or code of conduct set forth in 52 Pa. Code Section
     54.122. In the event that the

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     Commission has not rendered such approval on or before November 1,
     2000, but subsequently does issue such approval, (i) the date for
     commencement of the CDS Term, as specified in Section 4 hereof, (ii) the
     date provided herein under Section 6 by which CDS Customers must be
     notified of their selection for CDS, and (iii) the dates specified in
     Section 7 with respect to a failure by the CDS Provider to enroll certain
     CDS Customers, shall each be extended on a day-for-day basis until such
     Commission approval is received. Notwithstanding the foregoing, in the
     event that the Commission has not so approved this Agreement on or before
     November 30, 2000, the CDS Provider shall have the right, exercisable
     within 20 business days of such date upon the furnishing of written
     notice to the Company, to terminate this Agreement. Furthermore, if the
     Commission rejects this Agreement, this Agreement shall be deemed to
     automatically terminate. In either of such cases, such termination shall
     be without liability of either Party to the other, PROVIDED that the
     failure to achieve such Commission approval or the rejection by the
     Commission, as the case may be, shall not be the result of a breach by
     either Party of a covenant or other obligation of it under this Agreement.

2.   Throughout the CDS Term (as defined below), on behalf of the CDS Provider,
     the Company agrees to perform those customer care functions listed on
     Exhibit B hereto, as well as any additional customer care functions the
     Commission may require the Company to provide for or on account of the CDS
     Customers.

3.   Throughout the CDS Term, the CDS Provider agrees to perform those customer
     care functions listed on Exhibit B hereto, as well as any additional
     customer care

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     functions the Commission may require the CDS Provider to provide for the
     CDS Customers.

4.   Throughout the CDS Term, the CDS Provider shall provide electric generation
     supply to CDS Customers at the prices identified in Exhibit C attached
     hereto ("CDS Prices"). The "CDS Term" means, with respect to each CDS
     Customer, the period commencing on the first meter reading date occurring
     after January 1, 2001 applicable to such CDS Customer (as may be extended
     as contemplated by Section 1 hereof due to any delay in the satisfaction of
     the condition precedent with respect to Commission approval of this
     Agreement subsequent to November 1, 2000, as described therein) and
     continuing through the last meter reading date occurring prior to February
     1, 2004 applicable to such CDS Customer. Any delay in the commencement of
     the CDS Term shall not result in an extension of the scheduled expiration
     date of such term.

5.   Not later than October 24, 2000, the Company shall cause 299,300
     residential customers (rate classes R, RH, OP and CAP) who are then
     receiving generation supply service from the Company (i.e., non-shopping
     customers) to be selected for assignment to the CDS Provider ("CDS
     Customers"). CDS Customers shall be drawn exclusively from a list provided
     in advance to the CDS Provider, which list shall be prepared by the Company
     and certified by it to be accurate and complete, of all of the Company's
     non-shopping residential customers, pursuant to a random selection process
     employed by a neutral, independent third party who has expertise in the use
     of established statistical procedures for random selection (the
     "Statistical Expert"). The Parties intend that the use of such selection
     process

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     is designed to result in a selection of customers that is generally
     proportionate among rate classes, load sizes and other similar customer
     characteristics when compared to the Company's existing pool of
     non-shopping residential customers, PROVIDED that the Parties acknowledge
     that there is no guarantee that the actual results of such random
     selection process will achieve such a result. Prior to the commencement
     of the selection process, the Company agrees to provide the CDS Provider
     with the same information as is provided to the Statistical Expert.
     Representative(s) of the CDS Provider shall be entitled to review with
     the Statistical Expert the methodology and procedure he or she shall use
     to perform the random selection process prior to such selection and to
     observe the implementation of the selection process by the Statistical
     Expert. Not later than 1 business day following the selection by the
     Statistical Expert, the Company shall provide to the CDS Provider a
     comprehensive list, certified by the Company to be accurate and complete,
     showing the detailed account information (including account number and
     rate class) for all 299,300 accounts that were selected by the
     Statistical Expert. The CDS Provider shall have 5 business days from the
     receipt of the list described in the foregoing sentence to verify the
     accuracy of the records of the Company and the Statistical Expert with
     respect to the implementation of such selection process. Such 5 business
     day verification period shall not extend the dates set forth in Section 6
     below with respect to mailing notices to the CDS Customers unless such
     verification process results in the need for the reselection of such
     customers due to an error in the selection process.

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6.   Not later than 20 days after the selection of CDS Customers pursuant to
     Section 5 above, such CDS Customers shall be notified in writing by the CDS
     Provider of their selection for CDS, PROVIDED that the CDS Provider shall
     stagger the mailing of such notices over a period of approximately 5
     business days with the objective of attempting to stagger the number of
     calls the Company and/or the CDS Provider may receive with respect to such
     notices. The notice shall include: (1) the CDS Terms and Conditions
     (defined below) and (2) a card with a negative check-off box that enables
     the customers assigned to CDS to opt out of CDS by so indicating on the
     card and returning to the CDS Provider within 14 days from the date of the
     last mailing of such notices. Not later than 5 business days after the
     expiration of the opt out period described in the preceding sentence, the
     CDS Provider shall submit to the Company a flat file consisting of all
     account numbers for assigned customers who have chosen to opt out of CDS.
     The "CDS Terms and Conditions" shall be prepared by the Company in such a
     manner as to educate CDS Customers about CDS. Not later than 5 days after
     the selection of CDS Customers pursuant to Section 5 above, (i) the CDS
     Provider shall provide the Company with a draft of its proposed notice and
     (ii) the Company shall provide the CDS Provider with a copy of its proposed
     CDS Terms and Conditions. Each Party shall have 3 days to review and
     approve such items, PROVIDED that such approvals shall not be unreasonably
     withheld.

7.

     (a)  The Parties shall diligently pursue all of the actions required of
          them to enable the Parties to satisfy the timelines set forth in this
          Agreement. In

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          the event the CDS Provider encounters logistical difficulties or
          events beyond its control with respect to enrolling CDS Customers
          within the time period contemplated by this Agreement, the Parties
          agree to work cooperatively to resolve any such difficulties as soon
          as reasonably possible and, to the extent applicable, take such
          actions as provided in this Section 7. The CDS Provider at all times
          shall not give preference to any group or groups of customers or
          rate classes in effecting the enrollment of CDS Customers.

     (b)  If notwithstanding each Party's diligent efforts to enroll all the CDS
          Customers effective as of the respective customers' first meter
          reading date on or after January 1, 2001 (such date, I.E., January 1,
          2001, is subject to extension as provided in Section 1), a CDS
          Customer's enrollment is delayed beyond such meter reading date, and
          such delay in enrollment is not the result of a legal impediment
          preventing or prohibiting the commencement of enrollment for CDS
          Customers (as further described in Section 8 below) or other event
          beyond the control of the CDS Provider, then the CDS Provider shall,
          as soon as reasonably possible once such CDS Customer is enrolled in
          CDS, credit (in its CDS charges) any CDS Customer whose enrollment in
          CDS has been so delayed for the amount of lost savings such customer
          would otherwise have realized as a result of this Agreement if such
          customer had been timely enrolled in CDS; PROVIDED HOWEVER, that if
          such delay in enrollment is a result of the Company's failure to
          comply with the terms of this Agreement or the

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          Supplier Tariff, the Company, and not the CDS Provider, shall be
          required to credit any such CDS Customers with such lost savings.
          Any payments or credits to a CDS Customer pursuant to this Section
          7(b) shall terminate as of the earlier of (i) the date such CDS
          Customer is enrolled in CDS or (ii) the date as of which such CDS
          Customer receives a payment from the CDS Provider reflecting such
          customer's projected lost savings pursuant to Section 7(d) below.

     (c)  If a delay in the enrollment of a CDS Customer which is not the result
          of a failure on the part of the Company results in such customer not
          being enrolled for CDS effective as of such customer's first meter
          reading date on or after March 1, 2001 (such date, I.E., March 1,
          2001, is subject to extension as provided in Section 1), such delay in
          enrollment shall not be considered a default under this Agreement so
          long as the CDS Provider shall pay to the Company, with respect to
          each such CDS Customer, as liquidated damages and not as a penalty, 50
          cents per day per customer for each day after such meter reading date
          that such customer remains on Default PLR Service (as defined below).
          The CDS Provider shall pay any amounts due pursuant to this Section
          7(c) to the Company within 20 days after the end of the month in which
          such amounts become due.

     (d)  If a delay in the enrollment of a CDS Customer which is not the result
          of a failure on the part of the Company results in such customer not
          being enrolled for CDS effective as of the customer's first meter
          reading date on or after May 1, 2001 (such date, I.E., May 1, 2001, is
          subject to extension

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          as provided in Section 1): (A) the CDS Provider shall pay to each such
          CDS Customer that is not yet enrolled in CDS, as liquidated damages
          and not as a penalty, the projected lost savings such CDS Customer
          would have realized as a result of this Agreement over the entire
          CDS Term (less any amount of lost savings previously received by
          such customer in accordance with Section 7(b) above), such amount to
          be determined based on average kWh levels, the Company's then
          applicable shopping credit and the savings percentage reflected on
          Exhibit C for the applicable rate class of the affected CDS
          Customer; and (B) any such customers shall no longer be considered
          CDS Customers for purposes of this Agreement and such customers
          shall remain on the Company's Default PLR Service.

     (e)  In the event that as of the first meter reading date after May 1, 2001
          (such date, I.E., May 1, 2001, is subject to extension as provided in
          Section 1) less than 85% of the CDS Customers (adjusted to reflect any
          customers that have notified the Company or the CDS Provider of their
          desire to switch to an EGS or to return to Default PLR Service) have
          been enrolled in CDS, the CDS Provider shall be deemed to be in
          default and the Company shall have the right to be reimbursed for its
          actual, direct damages resulting from the delay in switching over such
          customers and shall be entitled to draw upon the Surety Bond as
          contemplated pursuant to Section 18(a), and in such event, the CDS
          Provider shall no longer owe the Company the liquidated damages
          specified pursuant to Section 7(c) above.

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     (f)  The Company shall periodically report to the Commission on the status
          of the enrollment by the CDS Provider of the CDS Customers. Such
          reports shall be furnished by the Company to the CDS Provider for its
          review and consultation prior to submission to the Commission.

8.   If, notwithstanding each Party's diligent efforts to effect the
     implementation of this Agreement, the commencement of the enrollment of CDS
     Customers has been prevented or prohibited as of the last meter reading
     date prior to April 1, 2001 (other than as a result of a breach by a Party
     of its obligations under this Agreement), as a result of a preliminary or
     permanent injunction or other order, decree or ruling issued by a court of
     competent jurisdiction or by any governmental, regulatory or administrative
     agency or commission, or any law or executive order promulgated or enacted
     by any governmental authority, then such Party shall have the right,
     exercisable within 10 business days of such date upon the furnishing of
     written notice to the other Party, to terminate this Agreement. In such
     case, such termination shall be without liability of either Party to the
     other and the CDS Provider shall be entitled in such event, if the Surety
     Bond as defined in Section 18(a) shall have been furnished and/or the
     Escrow Account as defined in Section 18(b) funded, to terminate the Surety
     Bond and to the return of all collateral in the Escrow Account without
     delay.

9.   The CDS Provider shall provide CDS during the CDS Term to each CDS Customer
     until the earlier of: (1) the date any such CDS Customer switches to
     another EGS, including any affiliated or divisional EGS of the CDS
     Provider, or returns to default provider of last resort service ("Default
     PLR Service") provided

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     by the Company; (2) the date on which the account with respect to such CDS
     Customer becomes inactive; or (3) the end of the CDS Term with respect to
     such CDS Customer.

10.  Throughout the CDS Term, any CDS Customer shall be entitled to switch to
     another EGS or return to Default PLR Service at any time without penalty or
     charge. Once such customer makes such a switch, such customer cannot return
     to CDS. Upon the expiration of the CDS Term, the Parties agree to cooperate
     in good faith to ensure a reasonably smooth transition of CDS Customers to
     any new provider of CDS, any EGS or back to Default PLR Service, as the
     case may be.

11.  The procedures for data exchanges between the Company and the CDS Provider
     shall be as provided in the Supplier Tariff and as generally described in
     Exhibit D attached hereto.

12.  If, as of October 15, 2002, the number of CDS Customers is less than twenty
     percent (20%) of the sum of all residential customers currently receiving
     distribution service from the Company (including residential customers
     receiving CDS or service from another EGS), the Company shall allocate to
     the CDS Provider that number of the Company's residential customers that
     are then receiving Default PLR Service which, when added to the number of
     CDS Customers as of October 15, 2002, provides for a total number of CDS
     Customers equal to twenty percent (20%) of the sum of all residential
     customers currently receiving distribution service from the Company
     (including residential customers receiving CDS or service from another
     EGS). The CDS Provider shall notify

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     such new CDS Customers of their selection pursuant to a schedule agreed
     upon by the Parties. The selection and notice procedures used with
     respect to such new CDS Customers shall be substantially similar to those
     specified in Sections 5 and 6 hereof with respect to the initial
     selection of CDS Customers.

13.  The CDS Provider shall separately account in its books and records for the
     CDS Customers vis-a-vis any other customers the CDS Provider may be serving
     as an EGS. CDS Customers shall have different Dun's numbers (Dun's+4) from
     those used by the CDS Provider for its other customers. The CDS Provider
     shall separately schedule its load requirements with the Company and shall
     use different mailboxes on the SUCCESS website with respect to CDS
     Customers vis-a-vis any other customers the CDS Provider may be serving as
     an EGS.

14.  The Company shall provide Consolidated EDC Billing with respect to all CDS
     Customers and the CDS Provider shall submit its customer charges to the
     Company in accordance with the Competitive Billing Specifications Rider to
     the Supplier Tariff. The Company shall use the same procedures and apply
     the same standard of care with regard to billing services and customer care
     for the CDS Provider as it does for any EGS that has elected Consolidated
     EDC Billing. The CDS Provider shall not be entitled to any credits as may
     be contemplated by Appendix J of the Company's April 29, 1998 Restructuring
     Settlement. Notwithstanding the provisions of Sections 11 and 15 of the
     Competitive Billing Specifications Rider, delinquent CDS Customers shall
     not be converted to separate EDC/EGS Billing, nor will the collection
     policies provided therein apply. Regardless of any such customer
     delinquency or the length thereof, the Company

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     shall continue to pay the CDS Provider the amounts due to it in respect of
     the supply of generation service to such customer. Relevant provisions of
     the Supplier Tariff and this Agreement shall remain in effect following
     the end of the CDS Term in order to facilitate final billing and
     collection of amounts due under this Agreement.

15.  Pursuant to Chapter 56 regulations, only the Company shall be entitled to
     terminate service to CDS Customers for failure to pay CDS charges.
     Furthermore, Rule 14 of the Supplier Tariff shall not apply with respect to
     CDS Customers. The CDS Provider may not discontinue service to CDS
     Customers and the Company will not give effect to any drop transaction
     submitted by the CDS Provider.

16.  Notwithstanding any language in Rule 19.5 of the Supplier Tariff to the
     contrary, the CDS Provider shall not have the right to terminate service
     hereunder because of a change in applicable rules, regulations, tariffs or
     orders.

17.  Consistent with Paragraph 38b of the Company's April 29, 1998 Restructuring
     Settlement, during the first year of the CDS Term not less than two percent
     (2%) of the energy provided by the CDS Provider to supply CDS Customers
     shall be generated from renewable resources (including solar, wind,
     sustainable biomass (including landfill gas but excluding incineration of
     municipal solid waste) geothermal or ocean power), and during each
     successive year of the CDS Term such percentage shall be increased by
     one-half percent (0.5%); PROVIDED, that the CDS Provider shall be entitled
     to petition the Commission for relief from the

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     provisions of this Section 17 in the event that the CDS Provider can
     establish that the cost of providing power from such renewable resources
     increases the cost of the total quantity of energy supplied for CDS by more
     than two percent (2%).

18.  Grant of Security Interest; Remedies. Sections 12.4, 12.5, 12.6 and 12.7 of
     the Supplier Tariff shall not apply to this Agreement and, instead, are
     replaced in their entirety with the following:

     (a)  The CDS Provider grants to the Company a surety bond in the amount of
          two and a half million dollars ($2.5 million) (the "Surety Bond") in a
          form reasonably satisfactory to the Company to secure its payments,
          charges, costs, expenses and liabilities resulting from, or in any way
          related to, the CDS Provider's failure to perform its obligations
          hereunder. The Surety Bond must be provided to the Company no later
          than 10 business days after the satisfaction of the condition
          precedent set forth in Section 1 with respect to the approval by the
          Commission of this Agreement. Upon, or at any time after, the
          occurrence of a Default (other than a Material CDS Provider Default as
          defined below) by the CDS Provider under this Agreement, the Company
          shall be entitled to draw on the Surety Bond to the extent necessary
          to pay or reimburse the Company for any actual damages or losses
          reasonably documented by the Company and suffered by it as a result of
          such Default by the CDS Provider. In the event of a Material CDS
          Provider Default by the CDS Provider, the Company may elect to effect
          an early termination of this Agreement and in such case it shall be
          entitled to draw on the full amount of the Surety Bond or any

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          remaining portion thereof as liquidated damages pursuant to and in
          accordance with Section 18(b)(i).

     (b)  To further secure the Company in the event of a Material CDS Provider
          Default, the CDS Provider agrees to fund an escrow account in the
          amount of fifty million dollars ($50 million), as may be adjusted on
          an annual basis pursuant to the adjustment mechanism specified in
          Exhibit E hereto (the "Escrow Account"). The Escrow Account shall be
          funded by the CDS Provider no later than 10 business days after the
          satisfaction of the condition precedent set forth in Section 1 with
          respect to the approval by the Commission of this Agreement. The
          escrow agent shall pay interest or other earnings accruing on the
          Escrow Account to the CDS Provider at least quarterly. The Parties
          shall agree on the form of the escrow agreement for the Escrow Account
          within 7 business days of the date of this Agreement. Upon the request
          of the CDS Provider at any time during the CDS Term, the Company shall
          permit the CDS Provider to substitute as security for the Escrow
          Account a letter of credit issued by a commercial bank or other
          independent financial institution having a rating of at least A- by
          Standard and Poor's or A3 by Moody's (the "Letter of Credit") or a
          corporate guaranty from a party having a credit rating for its senior
          unsecured debt of at least BBB by Standard and Poor's or Fitch's or
          Baa2 by Moody's (the "Guaranty"), in either case for a term
          corresponding to the remaining period of the CDS Term, in an amount
          equal to the amount of the Escrow Account at the time of substitution
          (and subject to

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          the annual adjustment required by Exhibit E) and containing other
          material terms and conditions that shall be reasonably acceptable to
          the Company, PROVIDED that the Escrow Account shall be maintained
          and shall remain in effect until such time as any substitution
          therefor takes effect.

          (i)   Upon the occurrence of a Material CDS Provider Default by the
                CDS Provider, the Company may elect, to the extent such
                Material CDS Provider Default shall be continuing and upon 5
                days written notice to the CDS Provider, to effect an early
                termination of this Agreement. In such case, the Company shall
                be entitled to draw, as liquidated damages and not as a
                penalty, on the outstanding balance at such time of the Escrow
                Account (or, if applicable, the Letter of Credit or the
                Guaranty) and the Surety Bond, free from any claim or right of
                any nature whatsoever of the CDS Provider. Such damages shall
                constitute the Company's sole and exclusive remedy with
                respect to such Material CDS Provider Default and no other
                remedy shall be available to the Company pursuant to Rule 16.4
                of the Supplier Tariff or otherwise. A "Material CDS Provider
                Default" means any of the following events shall have occurred
                and be continuing with respect to the CDS Provider:

                (1)  a Default pursuant to Rule 16.2(b), 16.2(c), 16.2(d) or
                     16.2(e) of the Supplier Tariff;

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                (2)  withdrawal by the CDS Provider under the circumstances
                     described in Section 20 below (other than a withdrawal
                     resulting from a material breach by the Company of its
                     obligations under the Supplier Tariff or this Agreement);

                (3)  failure by the CDS Provider to contribute additional funds
                     to the Escrow Account, or otherwise post the requisite
                     additional collateral in favor of the Company, if and to
                     the extent required pursuant to the adjustment mechanism
                     set forth on Exhibit E (except to the extent the amount
                     of such additional funds is the subject of a good-faith
                     dispute between the Parties), subject to the notice and
                     cure provisions of Rule 16.3 of the Supplier Tariff; or

                (4)  the unexcused and repeated failure of the CDS Provider to
                     comply with the material terms of this Agreement or the
                     Supplier Tariff (including Defaults pursuant to Rule
                     16.2(a) of the Supplier Tariff, except those resulting
                     from events or circumstances that are not within the
                     control of the CDS Provider, such as a change in law or
                     regulation that renders the CDS Provider ineligible to
                     perform its obligations under this Agreement (other than
                     a change in law or regulation that is petitioned for or
                     actively sought by the CDS Provider with the objective of
                     reducing or eliminating its obligations hereunder)) and
                     that has a material adverse effect on the Company;

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                     PROVIDED that the Company shall provide written notice of
                     such failure to the CDS Provider and the CDS Provider, in
                     addition to any cure period provided in Rule 16.3 of the
                     Supplier Tariff, shall have 10 days to cure any such
                     failure.

     (c)  THE PARTIES ACKNOWLEDGE THAT DAMAGES WITH RESPECT TO A MATERIAL CDS
          PROVIDER DEFAULT HEREUNDER ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE,
          OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE
          LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 18 CONSTITUTE A
          REASONABLE APPROXIMATION OF THE HARM OR LOSS SUFFERED BY THE COMPANY
          AS A RESULT OF A MATERIAL CDS PROVIDER DEFAULT AND SUCH DAMAGES SHALL
          CONSTITUTE THE COMPANY'S SOLE AND EXCLUSIVE REMEDY THEREFOR.

     (d)  Notwithstanding the foregoing Section 18(b), upon the occurrence of a
          Default that does not qualify as a Material CDS Provider Default, the
          Company's sole and exclusive remedy shall be as contemplated by Rule
          16.4 of the Supplier Tariff, including the right to draw on the Surety
          Bond pursuant to, and to the extent permitted under, Section 18(a).

     (e)  If requested by the Company, the CDS Provider shall deliver to the
          Company: (1) within 120 days following the end of each fiscal year, a
          copy of the CDS Provider's annual report containing audited
          consolidated

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          financial statements for such fiscal year; and (2) within sixty (60)
          days after the end of each of its first three fiscal quarters each
          fiscal year, a copy of the CDS Provider's quarterly report
          containing unaudited consolidated financial statements for such
          fiscal quarter. In all cases the statement shall be for the most
          recent accounting period and prepared in accordance with generally
          accepted accounting principles; PROVIDED, HOWEVER, that should any
          such statements not be available on a timely basis due to delay in
          preparation or certification, such delay shall not be considered a
          breach of this obligation by the CDS Provider so long as the CDS
          Provider diligently pursues the preparation, certification and
          delivery of the statements.

19.  To the extent either Party is prevented by Force Majeure (as defined below)
     from carrying out, in whole or in part, its obligations under this
     Agreement and such Party (the "Claiming Party") gives notice and details of
     such Force Majeure to the other Party as soon as practicable, then the
     Claiming Party shall be excused for the duration of such Force Majeure from
     the performance of its obligations hereunder to the extent such performance
     is prevented thereby. Notwithstanding the foregoing, a Party's obligation
     to make payments of amounts due hereunder shall not be suspended or excused
     by reason of Force Majeure. "Force Majeure" means an event or circumstance
     which prevents a Party from performing its obligations under this
     Agreement, which event or circumstance was not anticipated, which is not
     within the reasonable control of, or the result of the negligence of, the
     Claiming Party, and which by the exercise of due diligence the

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     Claiming Party is unable to overcome or avoid. As to the CDS Provider,
     Force Majeure shall include any interruption, loss or deterioration of
     electric distribution services of the Company and/or the PJM Independent
     System Operator, and/or their electric lines, equipment, or systems.
     Force Majeure shall not include: (1) the CDS Provider's inability to
     economically procure electric generation supply; (2) the loss or failure
     of the CDS Provider's electric generation supply; or (3) the CDS
     Provider's ability to sell electric generation supply at a price greater
     than the CDS Prices.

20.  Rule 13.3 of the Supplier Tariff is replaced in its entirety with the
     following provision: Except if such withdrawal is the result of a material
     breach by the Company of its obligations under the Supplier Tariff or this
     Agreement, the CDS Provider shall provide the Company with at least 90
     days' notice of any withdrawal and the CDS Provider's withdrawal from
     providing CDS shall constitute a Material CDS Provider Default of its
     obligations under this Agreement, as set forth in Section 18 hereof. Upon
     any such withdrawal, the Company shall be entitled to draw upon the Surety
     Bond and Escrow Account (or Letter of Credit or Guaranty, as the case may
     be) in accordance with the provisions of Section 18 of this Agreement.

21.  Rule 16.2 of the Supplier Tariff shall be deemed to be amended for purposes
     of this Agreement by adding the following to the list of material breaches
     by the CDS Provider: (f) CDS Provider's failure to post or maintain the
     required Surety Bond or fund or maintain the Escrow Account (or maintain
     the Letter of Credit or Guaranty, as the case may be) in accordance with
     Section 18 hereof. Without

                                      20

<PAGE>

     modifying Rule 16.2(d) and 16.2(e) of the Supplier Tariff with respect to
     their application to the CDS Provider, Rule 16.2 also shall be deemed to
     be amended for purposes of this Agreement by adding two situations
     (enumerated as subsections (g) and (h)) where the Company will be
     considered to have been in material breach by substituting "Company" in
     each place where the term "EGS" appears in Rule 16.2(d) and (e). Rule
     16.2 is further deemed to be amended by adding the following situation
     (enumerated as subsection (i)): (i) the failure of either the Company or
     the CDS Provider to pay when due any undisputed amounts owing to the
     other Party under the Supplier Tariff or this Agreement.

22.  In the event of the termination of this Agreement by the CDS Provider
     following a Default by the Company, or as otherwise provided in Section 8
     of this Agreement, the CDS Provider shall be entitled, if the Surety Bond
     shall have been furnished and/or the Escrow Account funded (or the Letter
     of Credit or Guaranty furnished, as the case may be), to terminate the
     Surety Bond and to the return of all collateral in the Escrow Account (or
     the release and extinguishment the Letter of Credit or the Guaranty, as the
     case may be), in each case without delay.

23.  NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, THE SUPPLIER TARIFF
     OR OTHERWISE TO THE CONTRARY, NEITHER PARTY (NOR ANY OF ITS RESPECTIVE
     DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS OR
     EMPLOYEES) SHALL BE LIABLE TO EACH OTHER OR TO ANY OTHER PARTY FOR ANY
     INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER
     (INCLUDING WITHOUT

                                      21

<PAGE>

     LIMITATION LOST PROFITS OR REVENUE) IN CONNECTION WITH OR WITH RESPECT TO
     THIS AGREEMENT, THE SUPPLIER TARIFF OR OTHERWISE; PROVIDED THAT, EXCEPT
     AS PROVIDED IN SECTION 7 WITH RESPECT TO DELAYS IN THE ENROLLMENT OF CDS
     CUSTOMERS AND IN SECTION 18(b) WITH RESPECT TO A MATERIAL CDS PROVIDER
     DEFAULT, A PARTY SHALL NOT BE LIMITED FROM SEEKING ACTUAL, DIRECT DAMAGES
     TO WHICH THEY MAY BE ENTITLED.

24.  Each Party hereto agrees to use reasonable good faith efforts to mitigate
     any damages it may suffer as a result of a Default by the other Party.

25.  In addition to the provisions of Rule 19.4 of the Supplier Tariff, the CDS
     Provider may assign its interest in this Agreement to a wholly-owned
     affiliate upon 30 days' prior written notice to the Company; PROVIDED that
     the Company is reasonably satisfied that the various security obligations
     provided by Section 18 hereof remain in place or adequate substitutions are
     made therefor to the reasonable satisfaction of the Company and such
     assignment does not materially adversely affect the Company's operations or
     its ability to perform, or the cost of performing, its obligations under
     this Agreement; and PROVIDED FURTHER, that the CDS Provider shall provide,
     at its sole cost and expense, any notification to CDS Customers of such
     assignment as may be required.

26.  Representations, Warranties and Covenants.

     (a)  The CDS Provider hereby represents, warrants and covenants as follows:

                                      22

<PAGE>

          (i)   the CDS Provider is in compliance, and will continue to comply,
                with all applicable obligations, requirements, rules and
                regulations, as established by the Supplier Tariff and the
                Company's Electric Service Tariff (in this latter case, to the
                extent such tariff is referenced in the Supplier Tariff) that
                are applicable to the CDS Provider as a result of serving
                customers located in the Company's service territory;

          (ii)  the CDS Provider agrees to comply with: (A) those provisions of
                the standards of conduct applicable to licensees as set forth in
                52 Pa. Code Section 54.43; and (B) the competitive safeguards
                and/or code of conduct set forth in 52 Pa. Code Section 54.122,
                consistent with the operational procedures relating thereto set
                forth in Exhibit A hereto; and

          (iii) the CDS Provider is licensed by the Commission to provide
                electric supply to customers in Pennsylvania and has satisfied,
                and will continue to satisfy, all other Commission requirements
                applicable to the CDS Provider.

     (b)  The Company hereby represents, warrants and covenants that the
          customer information furnished to the CDS Provider and the Statistical
          Expert by the Company shall be complete and accurate and set forth a
          complete list of all of the Company's non-shopping residential
          customers as provided in Section 5 hereof.

                                      23

<PAGE>

     (c)  Each Party hereby represents, warrants and covenants to the other
          Party as follows:

          (i)   each Party's performance of its obligations hereunder has been
                duly authorized by all necessary action on the part of such
                Party and does not, and will not, conflict with, or result in
                a breach of, such Party's charter documents or bylaws or any
                indenture, mortgage, other agreement or instrument, or any
                statute or rule, regulation, order, judgment or decree of any
                judicial or administrative body to which such Party is a party
                or by which such Party or any of its properties is bound or
                subject; and

          (ii)  this Agreement is a valid and binding obligation of such Party,
                enforceable against such Party in accordance with its terms,
                except as such enforceability may be limited by applicable
                bankruptcy, insolvency or similar laws from time to time in
                effect that affect creditors' rights generally or by general
                principles of equity.

27.  Each Party shall provide notice to the other Party at such time that it
     learns that any of the representations, warranties, or covenants in this
     Agreement have been violated.

28.  Each Party agrees to execute and deliver all further instruments and
     documents, and take any further action that may be reasonably necessary to
     effectuate the purpose and intent of this Agreement. In addition, the
     Parties acknowledge that the CDS Prices do not reflect a margin or
     allowance for any additional cost,

                                      24

<PAGE>

     expense or obligation that may be incurred by the CDS Provider in the event
     that, pursuant to Section 3 or Section 16, any such cost, expense or
     obligation may be imposed on the CDS Provider during the CDS Term. If any
     such cost, expense or obligation is so incurred, the Company shall, upon
     the reasonable request of the CDS Provider and at the CDS Provider's sole
     expense, reasonably cooperate with the CDS Provider to attempt to reduce
     or ameliorate such additional cost, expense or obligation, including
     supporting or participating in a petition or other filing to the
     Commission seeking to modify the rules pertaining to, or eliminate the
     effect of, such cost, expense or obligation or to permit the recovery by
     the CDS Provider of all or a portion thereof, PROVIDED that such support
     or participation shall not require the Company to take or support a
     position that would be in conflict with, or otherwise violate, any
     Commission approved order, settlement or other agreement that applies to
     the Company.

29.  Any notice or request made to or by either Party regarding this Agreement
     shall be made to the representative of the other Party as indicated below.

     To the Company:

      PECO Energy Company
      2301 Market Street/S4-4
      Philadelphia, PA 19101
      Attn.: Carlo Ciabattoni
      Title: Manager, Supplier Administration Group
      Telephone: (215) 841-4210
      Facsimile: (215) 841-4728
      Internet E-Mail: cciabattoni@peco-energy.com

                                      25

<PAGE>

     To the CDS Provider:

      The New Power Company, Inc.
      1 Manhattanville Road
      Purchase, NY 10577-2100
      Attn.: Monty Dolph
      Title: Vice-President
      Telephone: (914) 697-5123
      Facsimile: (914) 697-2412
      Internet E-Mail: mdolph@newpower.com

     All notices required to be made hereunder shall be in writing and shall be
     delivered by letter, facsimile or other documentary form. Notice by
     facsimile or hand delivery shall be deemed to have been received by the
     close of the business day on which it was transmitted or hand delivered
     (unless transmitted or hand delivered after close in which case it shall be
     deemed received at the close of the next business day). Notice by overnight
     mail or courier shall be deemed to have been received two (2) business days
     after it was sent. A Party may change its address by providing notice of
     same in accordance herewith.

30.  This Agreement may be executed in counterparts, each of which shall be
     deemed an original, but all of which together shall constitute one and the
     same instrument.

31.  The Supplier Tariff, as modified hereunder to apply to the CDS Provider and
     as the same may be amended from time to time, is incorporated herein by
     reference and made a part hereof. In the event of a conflict between the
     terms of this Agreement and the terms of the Supplier Tariff, the terms of
     this Agreement shall control.

                                      26

<PAGE>

32.  If the date on which a notice is due or a prescribed action is required to
     take place falls on a day that is not a business day, the date on which
     such notice or action shall be due shall be extended until the next
     succeeding business day.

33.  Except as otherwise required by law or regulation, each Party shall notify
     the other Party prior to making or issuing any press release concerning the
     execution, filing or nature of this Agreement and coordinate the issuance
     of the same, PROVIDED that the nature and content of any such press release
     shall be within the discretion of the issuing Party.




























                                      27

<PAGE>

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Company and
CDS Provider have caused this Agreement to be executed by their respective
authorized officials.



PECO ENERGY COMPANY





By:    /s/ ELLEN M. CAVANAUGH
   -----------------------------------------------------------------------------
    Name: Ellen M. Cavanaugh    Title: Vice-President,              Date:
                                       Electric Supply
                                       & Transmission





THE NEW POWER COMPANY, INC.





By:    /s/ WILLIAM I JACOBS
   -----------------------------------------------------------------------------
    Name:  William I Jacobs     Title:  Chief Financial Officer     Date:



<PAGE>

                                                                       EXHIBIT A

                             OPERATIONAL PROCEDURES

     (1)  The CDS Provider shall prohibit disclosure of customer specific
          billing history or load information regarding CDS Customers to
          personnel of the CDS Provider or any company controlled by it or under
          common control ("affiliate"), vendors or agents who are engaged in
          marketing activities for EGS generation supply service.

     (2)  Any marketing materials distributed in the Company's service territory
          by the CDS Provider or any of its affiliates that include an offer to
          provide EGS services will include a disclaimer distinguishing the
          provision of CDS from other services offered to such customers by the
          CDS Provider or its affiliates.

     (3)  The CDS Provider will promptly refer requests from CDS Customers for
          information about electric generation suppliers to the Company.

     (4)  The billing and customer care employees of the CDS Provider who
          perform such functions relating to CDS shall function independently
          from personnel performing those functions for its EGS or any
          affiliate.

     (5)  The CDS Provider will formally adopt and implement the provisions in
          the Code of Conduct and this Exhibit A as company policy and will take
          appropriate steps to train and instruct its employees of their content
          and application.

<PAGE>

                                                                       EXHIBIT B
                             CUSTOMER CARE FUNCTIONS



CUSTOMER CARE FUNCTIONS TO BE PERFORMED BY THE COMPANY

-  Preparation of Terms and Conditions for CDS
-  Billing
-  Credit
-  Collections and notices
-  Physical termination
-  Maintenance and repair of Company-owned meters
-  Reading of non-advanced Company-owned meters
-  Administration of universal service programs (CAP, LIURP, CARES and
   Hardship)
-  Call center activities related to meter reading, billing, switching
   requests, distribution system outages and emergencies, and discontinuance
   of service



CUSTOMER CARE FUNCTIONS TO BE PERFORMED BY THE CDS PROVIDER

-  Notifying CDS Customers of their selection for enrollment in CDS
-  Responding to switch or service termination requests from the Company with
   respect to CDS Customers
-  Call center activities related to CDS electric generation supply and pricing
   and CDS Customer inquiries directly related thereto
-  EDI/EDEWG transactions
-  Dispute resolution related to CDS electric generation supply

<PAGE>

                                                                       EXHIBIT C

                                   CDS PRICES

        The CDS Price for a CDS Customer is determined by rate class as a
percentage discount from the Company's "shopping credit" with respect to its
retail customers during the applicable month of the CDS Term. The percentage
discount, grouped by rate class, is shown on the table below.


<TABLE>
<CAPTION>

            -----------------------------------------------------------
            RATE CLASS                            PERCENTAGE DISCOUNT
            -----------------------------------------------------------
            <S>                                   <C>
            Rate Class R
            -----------------------------------------------------------
                    up to 500 kWh                        2.02%
            -----------------------------------------------------------
                    over 500 kWh - Winter                2.02%
            -----------------------------------------------------------
                    over 500 kWh - Summer                2.02%
            -----------------------------------------------------------
            Rate Class R - CAP 1 & CAP 2
            -----------------------------------------------------------
                    up to 500 kWh                        2.02%
            -----------------------------------------------------------
                    over 500 kWh                         2.02%
            -----------------------------------------------------------
            Rate Class RH
            -----------------------------------------------------------
                    up to 600 kWh - Winter               1.02%
            -----------------------------------------------------------
                    over 600 kWh - Winter                1.02%
            -----------------------------------------------------------
                    up to 600 kWh - Summer               1.02%
            -----------------------------------------------------------
                    over 600 kWh - Summer                1.02%
            -----------------------------------------------------------
            Rate Class RH - CAP 1 & CAP 2
            -----------------------------------------------------------
                    up to 500 kWh - Winter               1.02%
            -----------------------------------------------------------
                    over 500 kWh - Winter                1.02%
            -----------------------------------------------------------
                    up to 500 kWh - Summer               1.02%
            -----------------------------------------------------------
                    over 500 kWh - Summer                1.02%
            -----------------------------------------------------------
            Rate Class OP
            -----------------------------------------------------------
                    All kWh                              1.02%
            -----------------------------------------------------------

</TABLE>

<PAGE>


        As of the date of this Agreement, the CDS Prices resulting from the
above table are as follows:


<TABLE>
<CAPTION>

            -------------------------------------------------------------
            RATE CLASS                             CDS PRICE ((CENT)/kWh)
            -------------------------------------------------------------
                                                    2001    2002   2003
            -------------------------------------------------------------
            <S>                                    <C>      <C>    <C>
            Rate Class R
            -------------------------------------------------------------
                    up to 500 kWh                   5.438   5.438  5.487
            -------------------------------------------------------------
                    over 500 kWh - Winter           5.438   5.438  5.487
            -------------------------------------------------------------
                    over 500 kWh - Summer           6.085   6.085  6.134
            -------------------------------------------------------------
            Rate Class R - CAP 1 & CAP 2
            -------------------------------------------------------------
                    up to 500 kWh                   5.467   5.467  5.487
            -------------------------------------------------------------
                    over 500 kWh                    5.438   5.438  5.487
            -------------------------------------------------------------
            Rate Class RH
            -------------------------------------------------------------
                    up to 600 kWh - Winter          5.711   5.711  5.751
            -------------------------------------------------------------
                    over 600 kWh - Winter           3.227   3.227  3.256
            -------------------------------------------------------------
                    up to 600 kWh - Summer          5.711   5.711  5.751
            -------------------------------------------------------------
                    over 600 kWh - Summer           6.404   6.404  6.453
            -------------------------------------------------------------
            Rate Class RH - CAP 1 & CAP 2
            -------------------------------------------------------------
                    up to 500 kWh - Winter          5.711   5.711  5.771
            -------------------------------------------------------------
                    over 500 kWh - Winter           2.752   2.752  2.781
            -------------------------------------------------------------
                    up to 500 kWh - Summer          5.711   5.711  5.751
            -------------------------------------------------------------
                    over 500 kWh - Summer           5.701   5.701  5.751
            -------------------------------------------------------------
            Rate Class OP
            -------------------------------------------------------------
                    All kWh                         1.712   1.712  1.732
            -------------------------------------------------------------

</TABLE>

<PAGE>


                                                                       EXHIBIT D

                            DATA EXCHANGE PROCEDURES

<PAGE>


                                                                       EXHIBIT E

     ANNUAL ADJUSTMENT FORMULA FOR REQUIRED AMOUNT IN ESCROW ACCOUNT, LETTER
                     OF CREDIT, OR GUARANTY, AS APPLICABLE

As of December 3, 2001 and December 2, 2002 (the "Adjustment Date"), the amount
required to be maintained in the Escrow Account (or, if applicable, guaranteed
by the Guaranty or reflected in the Letter of Credit) pursuant to Section 18 of
the Agreement shall be recalculated in accordance with the formula set forth
below. Such recalculation shall become effective no later than five business
days after such recalculation, at which time the CDS Provider shall either post
any additional collateral required or a distribution shall be made to the CDS
Provider of any collateral in the Escrow Account in excess of the recalculated
required amount (or, if applicable, the amount guaranteed by the Guaranty or
reflected in the Letter of Credit shall be adjusted). An example of such
recalculation is attached hereto as Attachment 1 to Exhibit E. Notwithstanding
the foregoing, or the results of any calculation from the formula below, in no
event shall the amount required to be maintained in the Escrow Account (or, if
applicable, guaranteed by the Guaranty or reflected in the Letter of Credit)
pursuant to Section 18 of the Agreement exceed fifty million dollars
($50,000,000) or fall below ten million dollars ($10,000,000).

                   AMOUNT ($) REQUIRED FOR ESCROW = MCF - RER

Where:

CDS CUSTOMER LIST = a snapshot of the number and strata of customers being
served by the CDS Provider, and used in the calculations of future energy supply
("L", as defined below) and PJM capacity obligations ("ICAP", as defined below).
The values associated with the CDS Customer List shall be determined as follows:
For the December 3, 2001 determination, the CDS Customer List shall be the
actual list of customers receiving CDS from the CDS Provider as of December 3,
2001; and for the December 2, 2002 determination, the CDS Customer List shall be
the actual list of customers receiving CDS from the CDS Provider as of December
2, 2002, plus the additional customers who were selected in the supplemental
assignment pursuant to Section 12 of the Agreement.

MCF = Market Cost Forecast ($)- the estimated all-in market cost to provide
energy plus related services to all CDS Customers for the remaining full
calendar years (I.E., both 2002 and 2003, or just 2003, as the case may be)
contained within the term of the Agreement, determined pursuant to the following
formula:
MCF = [ ( FP X LFP + BA + AS ) x L x LLA ] + ICAP

FP = Forward price ($/MWH) - broker price for a standard block of 7 x 24 firm
energy at the PJM western hub, for the remaining full calendar years (I.E., both
2002 and 2003, or just 2003, as the case may be) contained within the term of
the Agreement . This price shall be the mid-market number between bid and ask
values solicited by a representative of the Company from Prebon (or another
mutually acceptable broker) at 10 AM EST on

<PAGE>

the Adjustment Date. The CDS Provider shall have the option to call the broker
simultaneously to confirm the "bid" and "ask" numbers received by the Company.

LFP = Load Following Premium (ratio) - a ratio representing the difference in
energy price to serve load with a residential load shape compared to that for
the standard block of energy used to determine FP, calculated as: LFP = LTC /
ATC

The Load Following Premium looks back 24 months from the date of determination
and calculates the additional cost to serve the scheduled hourly CDS load at
actual hourly PECO zone Locational Marginal Price (LMP) compared to the price to
serve a flat load at the same PECO zone LMPs. Because actual CDS customer load
data is not available for this 24 month look back, the hourly load shapes used
in this calculation will be as defined in "LH", the same as those used to
calculate future CDS load responsibility "L", as defined below.

LTC = Average load-weighted hourly LMP for the PECO zone ($/MWH) - To determine
LTC: (i) calculate the cost of serving the modeled CDS load from the PJM spot
market at the hourly LMP for the PECO zone for each hour of the previous 24
months by multiplying the hourly load (in MW) times the PECO zone LMP ($/MWH)
for the same hour; (ii) sum all amounts calculated in (i) above; and (iii)
divide the total dollars by the total hourly loads. The result will be the load
weighted average LMP in $/MWH.

ATC = Around the Clock average PECO zone LMP for the same hours used in LTC
calculation ($/MWH) - the simple arithmetic average of hourly PECO zone LMPs for
the same 24 month period used to determine LTC above.

BA = Basis Adjustment ($/MWH) - the average difference over the past 24 months
between the hourly LMP for the PJM western hub and the PECO zone, load weighted
and including the same hours and load weighting methodology as for LTC, above.

AS = Ancillary Services cost ($/MWH) - the average cost of ancillary services
billed to the Company by PJM over the past 12 months, adjusted for any rate
changes announced by PJM. AS is calculated as the sum of ancillary service
charges ($) to the Company for the Company's Default PLR Service load over the
most recent 12 months for which data is available, divided by the total Default
PLR Service load (MWH) for the same period.

ICAP - Capacity Obligations according to the PJM Reliability Assurance Agreement
($) - ICAP is calculated as the product of the total capacity obligation of the
customers in the CDS Customer List (MW-days) for the remaining full calendar
years (I.E., both 2002 and 2003, or just 2003, as the case may be) contained
within the term of the Agreement and the market price for ICAP. The market price
for ICAP shall be the mid-market number between bid and ask values solicited by
a representative of the Company from broker TFS (or a mutually agreeable
replacement) at 10 AM EST on the Adjustment Date. The CDS Provider shall have
the option to call the broker simultaneously to confirm the "bid" and "ask"
numbers received by the Company.

<PAGE>

L = forecast of volume of energy to serve CDS Customers (MWH) - The volume of
energy expected to be delivered to CDS Customers for the remaining full calendar
years (I.E., both 2002 and 2003, or just 2003, as the case may be) contained
within the term of the Agreement, calculated as: L = LR + LRH

LH = forecast of volume of energy to serve CDS Customers in individual hours
(MWH) - The volume of energy expected to be delivered to CDS Customers during a
particular hour, calculated as: LH = LR(HOURLY) + LRH(HOURLY) This string of
hourly values is needed in the calculation of LTC and BA, as defined above.

LLA = Standard line loss adjustment factor for all residential customers, used
to account for the difference between forecast retail sales "L" and the
associated wholesale energy supply requirement. LLA shall be applied in a manner
consistent with Section 6.5 of the Supplier Tariff.

RER = Retail Estimated Revenue ($) - the expected generation service charges
that would be collected from CDS Customers based on the Company's filed "price
to compare" for the remainder of the term of the Agreement, adjusted for Gross
Receipts Tax and excluding the portion of the price to compare associated with
PJM Network Transmission Service. RER shall be calculated as: RER = [LR x PCR] +
[LRH x PCRH]

LR = load forecast for CDS Rate R customers - LR is a forecast based on normal
temperatures. It is calculated by summing the forecast loads for all Rate R
customers in the CDS Customer List. The forecast load for each customer is
calculated by applying 30 year historical average hourly temperatures for the
Philadelphia region (supplied by the NOAA or other mutually acceptable source)
into the appropriate PECO strata energy forecast model. LR summed over all
customers and across all hours is used in the calculation of L.

LRH = load forecast for CDS Rate RH customers - LRH is a forecast based on
normal temperatures. It is calculated by summing the forecast loads for all Rate
RH customers in the CDS Customer List. The forecast load for each customer is
calculated by applying 30 year historical average hourly temperatures for the
Philadelphia region (supplied by the NOAA or other mutually acceptable source)
into the appropriate PECO strata energy forecast model. LRH summed over all
customers and across all hours is used in the calculation of L.

PCR = PECO Energy Price for Rate R customers - the expected generation service
rate for Default PLR Service customers in Rate R, based on the unbundled unit
rates (cents/kWh) contained in the Summary of Unbundled Revenue section of
Appendix A to the Company's Electric Restructuring Settlement approved in Docket
Nos. R-00973953 and P-00971265 on May 14, 1998, adjusted to remove the Gross
Receipts Tax (GRT) component.

<PAGE>

Such rates are as follows:


<TABLE>
<CAPTION>

Rate R         Year          Generation     Adjusted to remove GRT @ 4.4%
                             (cents/kwh)                (cents/kwh)
<S>            <C>           <C>            <C>
               2002               5.09                           4.87
               2003               5.14                           4.91

</TABLE>

PCRH = PECO Energy Price for Rate RH customers - the expected generation service
rate for Default PLR Service customers in Rate RH, based on the unbundled unit
rates (cents/kWh) contained in the Summary of Unbundled Revenue section of
Appendix A to the Company's Electric Restructuring Settlement approved in Docket
Nos. R-00973953 and P-00971265 on May 14, 1998, adjusted to remove the Gross
Receipts Tax (GRT) component.

Such rates are as follows:


<TABLE>
<CAPTION>

Rate RH        Year          Generation     Adjusted to remove GRT @ 4.4%
                             (cents/kwh)                (cents/kwh)
<S>            <C>           <C>            <C>
               2002               4.20                           4.02
               2003               4.23                           4.04

</TABLE>