exv4w1



 






Exhibit 4.1




This instrument was prepared by,

and when recorded should be

returned to:




Richard W. Astle

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603



 

Supplemental Indenture



Dated as of February 22, 2006



Commonwealth Edison Company



to



BNY Midwest Trust Company



and



D.G. Donovan



Trustees Under Mortgage Dated July 1, 1923,



and Certain



Indentures Supplemental Thereto



Providing for Issuance of



FIRST MORTGAGE 5.90% BONDS, SERIES 103

Due March 15, 2036



 

 









 





     This Supplemental Indenture, dated as of February 22, 2006, between
Commonwealth Edison Company, a corporation organized and existing under the laws of the
State of Illinois (hereinafter called the “Company”) having an address at 440 South LaSalle Street,
Suite 3300, Chicago, Illinois 60605, party of the first part, BNY Midwest Trust Company, a
trust company organized and existing under the laws of the State of Illinois having an address at 2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602, and D.G. Donovan, an individual
having an address at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, as Trustee and
Co-Trustee, respectively, under the Mortgage of the Company dated July 1, 1923, as amended and
supplemented by Supplemental Indenture dated August 1, 1944 and the subsequent supplemental
indentures hereinafter mentioned, parties of the second part (said Trustee being hereinafter called
the “Trustee”, the Trustee and said Co-Trustee being hereinafter together called the “Trustees”,
and said Mortgage dated July 1, 1923, as amended and supplemented by said Supplemental Indenture
dated August 1, 1944 and subsequent supplemental indentures, being hereinafter called the
“Mortgage”),


W I T N E S S E T H:




     WHEREAS, the Company duly executed and delivered the Mortgage to provide for the issue of, and
to secure, its bonds, issuable in series and without limit as to principal amount except as
provided in the Mortgage; and



     WHEREAS, the Company from time to time has executed and delivered supplemental indentures to
the Mortgage to provide for (i) the creation of additional series of bonds secured by the Mortgage,
(ii) the amendment of certain of the terms and provisions of the Mortgage and (iii) the
confirmation of the lien of the Mortgage upon property of the Company, such supplemental indentures
that are currently effective and the respective dates, parties thereto and purposes thereof, being
as follows:



	 	 	 	 	 
	Supplemental	 	 	 	 
	Indenture Date	 	Parties	 	Providing For
	August 1, 1944

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Edmond B.
Stofft, as Trustee
and Co-Trustee
	 	Amendment and restatement of
Mortgage dated July 1, 1923
	 
	 	 	 	 
	August 1, 1946

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Edmond B.
Stofft, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 1, 1953

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Edmond B.
Stofft, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien






-1-









 






	 	 	 	 	 
	Supplemental	 	 	 	 
	Indenture Date	 	Parties	 	Providing For
	March 31, 1967

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Edward J.
Friedrich, as
Trustee and
Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 1, 1967

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Edward J.
Friedrich, as
Trustee and
Co-Trustee
	 	Amendment of Sections 3.01,
3.02, 3.05 and 3.14 of the
Mortgage and issuance of
First Mortgage 5-3/8% Bonds,
Series Y
	 
	 	 	 	 
	February 28, 1969

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	May 29, 1970

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	June 1, 1971

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 1, 1972

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	May 31, 1972

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	June 15, 1973

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	May 31, 1974

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	June 13, 1975

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	May 28, 1976

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	June 3, 1977

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien






-2-









 






	 	 	 	 	 
	Supplemental	 	 	 	 
	Indenture Date	 	Parties	 	Providing For
	May 17, 1978

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	August 31, 1978

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	June 18, 1979

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	June 20, 1980

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 16, 1981

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 30, 1982

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 15, 1983

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 13, 1984

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 15, 1985

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and Donald W.
Alfvin, as Trustee
and Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	April 15, 1986

	 	Company to
Continental
Illinois National
Bank and Trust
Company of Chicago
and M.J. Kruger, as
Trustee and
Co-Trustee
	 	Confirmation of mortgage lien
	 
	 	 	 	 
	October 1, 1991

	 	Company to
Continental Bank,
National
Association and
M.J. Kruger, as
Trustee and
Co-Trustee
	 	Issuance of First Mortgage
8-1/4% Bonds, Series 76 and
First Mortgage 8-7/8% Bonds,
Series 77
	 
	 	 	 	 
	October 15, 1991

	 	Company to
Continental Bank,
National
Association and
M.J. Kruger, as
Trustee and
Co-Trustee
	 	Issuance of First Mortgage
8-3/8% Bonds, Series 78 and
First Mortgage 9-1/8% Bonds,
Series 79






-3-









 






	 	 	 	 	 
	Supplemental	 	 	 	 
	Indenture Date	 	Parties	 	Providing For
	May 15, 1992

	 	Company to
Continental Bank,
National
Association and
M.J. Kruger, as
Trustee and
Co-Trustee
	 	Issuance of First Mortgage
6-1/8% Bonds, Series 82 and
First Mortgage 8% Bonds,
Series 83
	 
	 	 	 	 
	April 15, 1993

	 	Company to
Continental Bank,
National
Association and
M.J. Kruger, as
Trustee and
Co-Trustee
	 	Issuance of First Mortgage
7-5/8% Bonds, Series 92
	 
	 	 	 	 
	June 15, 1993

	 	Company to
Continental Bank,
National
Association and
M.J. Kruger, as
Trustee and
Co-Trustee
	 	Issuance of First Mortgage
7% Bonds, Series 93 and
First Mortgage 7-1/2% Bonds,
Series 94
	 
	 	 	 	 
	July 15, 1993

	 	Company to
Continental Bank,
National
Association and
M.J. Kruger, as
Trustee and
Co-Trustee
	 	Issuance of First Mortgage
6-5/8% Bonds, Series 96 and
First Mortgage 7-3/4% Bonds,
Series 97
	 
	 	 	 	 
	January 15, 1994

	 	Company to
Continental Bank,
National
Association and
M.J. Kruger, as
Trustee and
Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 1994A, 1994B and
1994C
	 
	 	 	 	 
	June 1, 1996

	 	Company to Harris
Trust and Savings
Bank and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 1996A and 1996B
	 
	 	 	 	 
	March 1, 2002

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of unregistered
First Mortgage 6.15% Bonds,
Series 98
	 
	 	 	 	 
	May 20, 2002

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 2002
	 
	 	 	 	 
	June 1, 2002

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of additional
unregistered First Mortgage
6.15% Bonds, Series 98
	 
	 	 	 	 
	October 7, 2002

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of registered First
Mortgage 6.15% Bonds, Series
98 in exchange for
unregistered First Mortgage
6.15% Bonds, Series 98
	 
	 	 	 	 
	January 13, 2003

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
3.700% Bonds, Series 99 and
First Mortgage 5.875% Bonds,
Series 100
	 
	 	 	 	 
	March 14, 2003

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
4.70% Bonds, Series 101
	 
	 	 	 	 
	April 23, 2003

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 2003






-4-









 






	 	 	 	 	 
	Supplemental	 	 	 	 
	Indenture Date	 	Parties	 	Providing For
	August 13, 2003

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
4.74% Bonds, Series 102
	 
	 	 	 	 
	September 10, 2003

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 2003B
	 
	 	 	 	 
	November 10, 2003

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 2003C
	 
	 	 	 	 
	December 5, 2003

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 2003D
	 
	 	 	 	 
	February 15, 2005

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Pollution Control
Series 2005
	 
	 	 	 	 
	February 1, 2006

	 	Company to BNY
Midwest Trust
Company and D.G.
Donovan, as Trustee
and Co-Trustee
	 	Issuance of First Mortgage
Bonds, Bank Series 2006






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



	 	 	 	 	 	 	 	 	 
	Designation	 	 	Maturity Date	 	 	 	Principal Amount	 
	First Mortgage 8-1/4% Bonds, Series 76
	 	 	October 1, 2006	 	 	$	95,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 8-3/8% Bonds, Series 78
	 	 	October 15, 2006	 	 	 	31,021,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 8% Bonds, Series 83
	 	 	May 15, 2008	 	 	 	120,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 7-5/8% Bonds, Series 92
	 	 	April 15, 2013	 	 	 	125,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 7-1/2% Bonds, Series 94
	 	 	July 1, 2013	 	 	 	127,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 5.7% Bonds, Pollution
Control Series 1994B
	 	 	January 15, 2009	 	 	 	15,900,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 5.85% Bonds, Pollution
Control Series 1994C
	 	 	January 15, 2014	 	 	 	17,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 4.4% Bonds, Pollution
Control Series 1996A
	 	 	December 1, 2006	 	 	 	110,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 4.4% Bonds, Pollution
Control Series 1996B
	 	 	December 1, 2006	 	 	 	89,400,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 6.15% Bonds, Series 98
	 	 	March 15, 2012	 	 	 	450,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds, Pollution
Control Series 2002
	 	 	April 15, 2013	 	 	 	100,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 3.700% Bonds, Series 99
	 	 	February 1, 2008	 	 	 	295,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 5.875% Bonds, Series 100
	 	 	February 1, 2033	 	 	 	253,600,000	 






-5-









 






	 	 	 	 	 	 	 	 	 
	Designation	 	 	Maturity Date	 	 	 	Principal Amount	 
	First Mortgage 4.70% Bonds, Series 101
	 	 	April 15, 2015	 	 	 	260,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds, Pollution
Control Series 2003
	 	 	May 15, 2017	 	 	 	40,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage 4.74% Bonds, Series 102
	 	 	August 15, 2010	 	 	 	212,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds, Pollution
Control Series 2003B
	 	 	November 1, 2019	 	 	 	42,200,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds, Pollution
Control Series 2003C
	 	 	March 1, 2020	 	 	 	50,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds, Pollution
Control Series 2003D
	 	 	January 15, 2014	 	 	 	19,975,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds, Pollution
Control Series 2005
	 	 	March 1, 2017	 	 	 	91,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds, Bank Series 2006
	 	 	February 20, 2009	 	 	 	1,008,000,000	 
	 
	 	 	 	 	 	 	 
	 
	 	Total	 	$	3,552,096,000	 
	 
	 	 	 	 	 	 	 






     WHEREAS, the Mortgage provides for the issuance from time to time thereunder, in series,
of bonds of the Company for the purposes and subject to the limitations therein specified; and



     WHEREAS, the Company desires, by this Supplemental Indenture, to create an additional series
of bonds to be issuable under the Mortgage, such bonds to be designated “First Mortgage 5.90%
Bonds, Series 103” (hereinafter called the “bonds of Series 103”) and the terms and provisions to
be contained in the bonds of Series 103 or to be otherwise applicable thereto to be as set forth in
this Supplemental Indenture; and



     WHEREAS, the bonds of Series 103 and the Trustee’s certificate to be endorsed thereon shall be
substantially in the form of the General Form of Registered Bond Without Coupons and the form of
the General Form of Trustee’s Certificate set forth in Section 3.05 of the Supplemental Indenture
dated August 1, 1944 to the Mortgage with such appropriate insertions, omissions and variations in
order to express the designation, date, maturity date, annual interest rate, record dates for, and
dates of, payment of interest, denominations, terms of redemption and redemption prices, and other
terms and characteristics authorized or permitted by the Mortgage or not inconsistent therewith;
and



     WHEREAS, the Company is legally empowered and has been duly authorized by the necessary
corporate action and by orders of the Illinois Commerce Commission to make, execute and deliver
this Supplemental Indenture, and to create, as an additional series of bonds of the Company, the
bonds of Series 103, and all acts and things whatsoever necessary to make this Supplemental
Indenture, when executed and delivered by the Company and the Trustees, a valid, binding and legal
instrument, and to make the bonds of Series 103, when authenticated by the Trustee and issued as in
the Mortgage and in this Supplemental Indenture provided, the valid, binding and legal obligations
of the Company, entitled in all respects to the security of the Mortgage, as amended and
supplemented, have been done and performed;



-6-









 





     NOW, THEREFORE, in consideration of the premises and of the sum of one dollar duly paid by the
Trustees to the Company, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:



     SECTION 1. Designation and Issuance of Bonds of Series 103. The bonds of Series 103 shall,
as hereinbefore recited, be designated as the Company’s “First Mortgage 5.90% Bonds, Series 103.”
Subject to the provisions of the Mortgage, the bonds of Series 103 shall be issuable without
limitation as to the aggregate principal amount thereof.



     SECTION 2. Form, Date, Maturity Date, Interest Rate and Interest Payment Dates of Bonds of
Series 103. (a) The definitive bonds of Series 103 shall be in engraved, lithographed, printed or
typewritten form and shall be registered bonds without coupons; and such bonds and the Trustee’s
certificate to be endorsed thereon shall be substantially in the forms hereinbefore recited,
respectively. The bonds of Series 103 shall be dated as provided in Section 3.01 of the Mortgage,
as amended by Supplemental Indenture dated April 1, 1967.



     (b) The bonds of Series 103 shall mature on March 15, 2036.



     (c) The bonds of Series 103 shall bear interest at the rate of 5.90% per annum until the
principal thereof shall be paid.



     (d) Interest on the bonds of Series 103 shall be payable semi-annually on the fifteenth day of
March and the fifteenth day of September in each year, commencing September 15, 2006. March 1 and
September 1 in each year are hereby established as record dates for the payment of interest payable
on the next succeeding interest payment dates, respectively. The interest on each bond of Series
103 so payable on any interest payment date shall, subject to the exceptions provided in Section
3.01 of the Mortgage, as amended by said Supplemental Indenture dated April 1, 1967, be paid to the
person in whose name such bond is registered at the close of business on the March 1 or September
1, as the case may be, next preceding such interest payment date.



     SECTION 3. Execution of Bonds of Series 103. The bonds of Series 103 shall be executed on
behalf of the Company by its President or one of its Vice Presidents, manually or by facsimile
signature, and shall have its corporate seal affixed thereto or a facsimile of such seal imprinted
thereon, attested by its Secretary or one of its Assistant Secretaries, manually or by facsimile
signature, all as may be provided by resolution of the Board of Directors of the Company. In case
any officer or officers whose signature or signatures, manual or facsimile, shall appear upon any
bond of Series 103 shall cease to be such officer or officers before such bond shall have been
actually authenticated and delivered, such bond nevertheless may be issued, authenticated and
delivered with the same force and effect as though the person or persons whose
signature or signatures, manual or facsimile, appear thereon had not ceased to be such officer
or officers of the Company.



     SECTION 4. Medium and Places of Payment of Principal of and Interest on Bonds of Series 103;
Transferability and Exchangeability. Both the principal of and interest on the bonds of Series 103
shall be payable in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, and both such principal and
interest shall be payable at the office or agency of the Company in the City of Chicago, State of
Illinois, or, at the option



-7-









 




of the registered owner, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, State of New York, and such bonds shall be transferable
and exchangeable, in the manner provided in Sections 3.09 and 3.10 of the Mortgage, at said office
or agency. No charge shall be made by the Company to the registered owner of any bond of Series
103 for the transfer of such bond or for the exchange thereof for bonds of other authorized
denominations, except, in the case of transfer, a charge sufficient to reimburse the Company for
any stamp or other tax or governmental charge required to be paid by the Company or the Trustee.




     SECTION 5. Denominations and Numbering of Bonds of Series 103. The bonds of Series 103 shall
be issued in the denomination of $1,000 and in such multiples of $1,000 as shall from time to time
hereafter be determined and authorized by the Board of Directors of the Company or by any officer
or officers of the Company authorized to make such determination, the authorization of the
denomination of any bond of Series 103 to be conclusively evidenced by the execution thereof on
behalf of the Company. Bonds of Series 103 shall be numbered R-1 and consecutively upwards.



     SECTION 6. Temporary Bonds of Series 103. Until definitive bonds of Series 103 are ready for
delivery, there may be authenticated and issued in lieu of any thereof and subject to all of the
provisions, limitations and conditions set forth in Section 3.11 of the Mortgage, temporary
registered bonds without coupons of Series 103.



     SECTION 7. Redemption of Bonds of Series 103. (a) The bonds of Series 103 shall be
redeemable, at the option of the Company, as a whole or in part, at any time upon notice sent by
the Company through the mail, postage prepaid, at least thirty (30) days and not more than
forty-five (45) days prior to the date fixed for redemption, to the registered holder of each bond
to be redeemed in whole or in part, addressed to such holder at his address appearing upon the
registration books, at a redemption price equal to the greater of




     (1) 100% of the principal amount of the bonds of Series 103 to be redeemed, plus
accrued interest to the redemption date, or




     (2) as determined by the Quotation Agent (as hereinafter defined), the sum of the
present values of the remaining scheduled payments of principal and interest on the bonds of
Series 103 to be redeemed (not including any portion of payments of interest accrued as of
the redemption date) discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
hereinafter defined) plus twenty-five (25) basis points, plus accrued interest to the
redemption date.


Unless the Company defaults in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the bonds of Series 103 or portions of the bonds of Series 103
called for redemption.




     (b) For purposes of the foregoing Section 7(a), the following terms shall have the respective
meanings set forth below:




     ”Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,



-8-









 






assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for the redemption date.




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




     ”Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the bonds of Series
103 that would be used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the bonds of Series 103.




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




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




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




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




     ”Reference Treasury Dealer” means (1) each of Lehman Brothers Inc., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated and their respective successors,
unless any of them ceases to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary
Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company.




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



     (c) In case the Company shall desire to exercise such right to redeem and pay off all or any
part of such bonds of Series 103 as hereinbefore provided, it shall comply with all the terms and
provisions of Article V of the Mortgage applicable thereto, and such redemption shall be made under and
subject to the terms and provisions of Article V and in the manner and with the effect therein
provided, but at the time or times and upon mailing of notice, all as hereinbefore set forth in
this Section 7. No publication of notice of any redemption of any bonds of Series 103 shall be
required under Section 5.03(a) of the Mortgage.



     SECTION 8. Book-Entry Only System. It is intended that the bonds of Series 103 be registered
so as to participate in the securities depository system (the “DTC System”) with The Depository
Trust Company (“DTC”), as set forth herein. The bonds of Series 103 shall be initially issued in
the form of a



-9-









 




fully registered bond or bonds in the name of Cede & Co., or any successor thereto,
as nominee for DTC. The Company and the Trustees are authorized to execute and deliver such
letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the
Letter of Representations from the Company and the Trustees to DTC relating to the bonds of Series
103 (the “Representation Letter”). In the event of any conflict between the terms of the
Representation Letter and the Mortgage, the terms of the Mortgage shall control. DTC may exercise
the rights of a bondholder only in accordance with the terms hereof applicable to the exercise of
such rights.




     With respect to bonds of Series 103 registered in the name of DTC or its nominee, the Company
and the Trustees shall have no responsibility or obligation to any broker-dealer, bank or other
financial institution for which DTC holds such bonds from time to time as securities depository
(each such broker-dealer, bank or other financial institution being referred to herein as a
"Depository Participant”) or to any person on behalf of whom such a Depository Participant holds an
interest in such bonds (each such person being herein referred to as an “Indirect Participant”).
Without limiting the immediately preceding sentence, the Company and the Trustees shall have no
responsibility or obligation with respect to:




     (i) the accuracy of the records of DTC, its nominee or any Depository Participant with
respect to any ownership interest in the bonds of Series 103,




     (ii) the delivery to any Depository Participant or any Indirect Participant or any
other person, other than a registered owner of a bond of Series 103, of any notice with
respect to the bonds of Series 103, including any notice of redemption,




     (iii) the payment to any Depository Participant or Indirect Participant or any other
person, other than a registered owner of a bond of Series 103, of any amount with respect to
principal of, redemption premium, if any, on, or interest on, the bonds of Series 103, or




     (iv) any consent given by DTC as registered owner.


So long as certificates for the bonds of Series 103 are not issued as hereinafter provided, the
Company and the Trustees may treat DTC or any successor securities depository as, and deem DTC or
any successor securities depository to be, the absolute owner of such bonds for all purposes
whatsoever, including, without limitation, (1) the payment of principal and interest on such bonds,
(2) giving notice of matters (including redemption) with respect to such bonds and (3) registering
transfers with respect to such bonds. While a bond of Series 103 is in the DTC System, no person
other than DTC or its nominee shall receive a certificate with respect to such bond.




     In the event that:




     (a) DTC notifies the Company that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law and a successor
depositary is not appointed by the Company within 90 days,




     (b) the Company determines that the beneficial owners of the bonds of Series 103 should
be able to obtain certificated bonds and so notifies the Trustees in writing or



-10-









 






     (c) there shall have occurred and be continuing a completed default or any event which
after notice or lapse of time or both would be a completed default with respect to the bonds
of Series 103,


the bonds of Series 103 shall no longer be restricted to being registered in the name of DTC or its
nominee. In the case of clause (a) of the preceding sentence, the Company may determine that the
bonds of Series 103 shall be registered in the name of and deposited with a successor depository
operating a securities depository system, as may be acceptable to the Company and the Trustees, or
such depository’s agent or designee, and if the Company does not appoint a successor securities
depository system within 90 days, then the bonds may be registered in whatever name or names
registered owners of bonds transferring or exchanging such bonds shall designate, in accordance
with the provisions hereof.




     Notwithstanding any other provision of the Mortgage to the contrary, so long as any bond of
Series 103 is registered in the name of DTC or its nominee, all payments with respect to principal
of and interest on such bond and all notices with respect to such bond shall be made and given,
respectively, in the manner provided in the Representation Letter.



     SECTION 9. Legends. So long as the bonds of Series 103 are held by DTC, such bonds of Series
103 shall bear the following legend:




     Unless this bond is presented by an authorized representative of the Depository Trust
Company, a New York corporation (“DTC”), to the Company or its agent for registration of
transfer, exchange or payment, and any bond issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or otherwise by a
person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.



     SECTION 10. Confirmation of Lien. The Company, for the equal and proportionate benefit and
security of the holders of all bonds at any time issued under the Mortgage, hereby confirms the
lien of the Mortgage upon, and hereby grants, bargains, sells, transfers, assigns, pledges,
mortgages, warrants and conveys unto the Trustees, all property of the Company and all property
hereafter acquired by the Company, other than (in each case) property which, by virtue of any of
the provisions of the Mortgage, is excluded from such lien, and hereby confirms the title of the
Trustees (as set forth in the Mortgage) in and to all such property. Without in any way limiting
or restricting the generality of the foregoing, there is specifically included within the
confirmation of lien and title hereinabove expressed the property of the Company legally described
on Exhibit A attached hereto and made a part hereof.



     SECTION 11. Miscellaneous. The terms and conditions of this Supplemental Indenture shall be
deemed to be a part of the terms and conditions of the Mortgage for any and all purposes. The
Mortgage, as supplemented by said indentures supplemental thereto dated subsequent to August 1,
1944 and referred to in the recitals of this Supplemental Indenture, and as further supplemented by
this Supplemental Indenture, is in all respects hereby ratified and confirmed.



     This Supplemental Indenture shall bind and, subject to the provisions of Article XIV of the
Mortgage, inure to the benefit of the respective successors and assigns of the parties hereto.



-11-









 





     Although this Supplemental Indenture is dated as of February 22, 2006, it shall be effective
only from and after the actual time of its execution and delivery by the Company and the Trustees
on the date indicated by their respective acknowledgments hereto annexed.



     Notwithstanding anything to the contrary contained in the Mortgage, the maximum amount of
indebtedness secured by the Mortgage shall not exceed 200% of the aggregate stated principal amount
of the bonds of each series presently outstanding under, and secured by, the Mortgage, as set forth
in the Recitals to this Supplemental Indenture, except to the extent such maximum amount may be
adjusted by a subsequent recorded supplemental indenture (which adjustment, and the corresponding
supplemental indenture, shall not require the consent or approval of the holders of any bonds then
outstanding under the Mortgage, including the holders of the bonds of Series 103).



     This Supplemental Indenture may be simultaneously executed in any number of counterparts, and
all such counterparts executed and delivered, each as an original, shall constitute but one and the
same instrument.



-12-









 





     IN WITNESS WHEREOF, Commonwealth Edison Company has caused this Supplemental Indenture to
be executed in its name by its Senior Vice President, Chief Financial Officer and Treasurer, and
attested by its Secretary, and BNY Midwest Trust Company, as Trustee under the Mortgage, has caused
this Supplemental Indenture to be executed in its name by one of its Vice Presidents, and attested
by one of its Vice Presidents, and D.G. Donovan, as Co-Trustee under the Mortgage, has hereunto
affixed his signature, all as of the day and year first above written.



	 	 	 	 	 
	 	 	COMMONWEALTH EDISON COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Robert K. McDonald

Senior Vice President,

Chief Financial Officer and Treasurer
	 
	 	 	 	 
	ATTEST:
	 	 	 	 
	 
	 	 	 	 
	Donna Massey
	 	 	 	 
	Secretary
	 	 	 	 
	 
	 	 	 	 
	 	 	BNY MIDWEST TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	J. Bartolini

Vice President
	 
	 	 	 	 
	ATTEST:
	 	 	 	 
	 
	 	 	 	 
	M. Callahan

Vice President
	 	 	 	 
	 
	 	 	 	 
	 	 	D.G. Donovan






-13-









 





	 	 	 	 	 	 	 
	STATE OF ILLINOIS

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF COOK

	 	 	)	 	 	 






     I, MARY E. NOLAN, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that Robert K. McDonald, Senior Vice President, Chief Financial Officer and Treasurer of
Commonwealth Edison Company, an Illinois corporation, one of the parties described in and which
executed the foregoing instrument, and Donna Massey, Secretary of said corporation, who are both
personally known to me to be the same persons whose names are subscribed to the foregoing
instrument as such Senior Vice President, Chief Financial Officer and Treasurer and Secretary,
respectively, and who are both personally known to me to be Senior Vice President, Chief Financial
Officer and Treasurer and Secretary, respectively, of said corporation, appeared before me this day
in person and severally acknowledged that they signed, executed and delivered said instrument as
their free and voluntary act as such Senior Vice President, Chief Financial Officer and Treasurer
and Secretary, respectively, of said corporation, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.



     GIVEN under my hand and notarial seal this 24th day of February, A.D. 2006.



	 	 	 
	 

	 	Mary E. Nolan

Notary Public
	 
	 	 
	(NOTARIAL SEAL)
	 	 
	 
	 	 
	My Commission expires April 23, 2009.
	 	 






-14-









 






	 	 	 	 	 	 	 
	STATE OF ILLINOIS

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF COOK

	 	 	)	 	 	 






     I, T. MOSTERD, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that J. BARTOLINI, Vice President of BNY Midwest Trust Company, an Illinois trust company,
one of the parties described in and which executed the foregoing instrument, and M. CALLAHAN, Vice
President of said trust company, who are both personally known to me to be the same persons whose
names are subscribed to the foregoing instrument as such Vice Presidents, and who are both
personally known to me to be a Vice President of said trust company, appeared before me this day in
person and severally acknowledged that they signed, executed and delivered said instrument as their
free and voluntary act as such Vice Presidents of said trust company, and as the free and voluntary
act of said trust company, for the uses and purposes therein set forth.



     GIVEN under my hand and notarial seal this 23rd day of February, A.D. 2006.



	 	 	 
	 

	 	T. Mosterd

Notary Public
	 
	 	 
	{SEAL}
	 	 
	 
	 	 
	My Commission expires January 22, 2009.
	 	 






-15-









 





	 	 	 	 	 	 	 
	STATE OF ILLINOIS

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF COOK

	 	 	)	 	 	 






     I, T. MOSTERD, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that D.G. DONOVAN, one of the parties described in and which executed the foregoing
instrument, who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that he signed,
executed and delivered said instrument as his free and voluntary act for the uses and purposes
therein set forth.



     GIVEN under my hand and notarial seal this 23rd day of February, A.D. 2006.



	 	 	 
	 

	 	T. Mosterd

Notary Public
	{SEAL}
	 	 
	 
	 	 
	My Commission expires January 22, 2009.
	 	 







-16-