exv4w1w1



 





Exhibit 4-1-1









PECO ENERGY COMPANY




TO




WACHOVIA BANK, NATIONAL ASSOCIATION, TRUSTEE

(formerly, First Union National Bank)










ONE HUNDRED AND FIRST SUPPLEMENTAL

INDENTURE DATED AS OF

APRIL 15, 2004




TO




FIRST AND REFUNDING MORTGAGE




OF




THE COUNTIES GAS AND ELECTRIC

COMPANY




TO




FIDELITY TRUST COMPANY, TRUSTEE

DATED MAY 1, 1923










5.90% SERIES DUE 2034










 









 








     THIS SUPPLEMENTAL INDENTURE dated as of April 15, 2004, by and between
PECO ENERGY COMPANY, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (hereinafter called the Company), party of the
first part, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly, First Union
National Bank), a national banking association organized and existing under the
laws of the United States of America (hereinafter called the Trustee), as
Trustee under the Mortgage hereinafter mentioned, party of the second part,
Witnesseth that



     WHEREAS, The Counties Gas and Electric Company (hereinafter called
Counties Company), a Pennsylvania corporation and a predecessor to the Company,
duly executed and delivered to Fidelity Trust Company, a Pennsylvania
corporation to which the Trustee is successor, as Trustee, a certain indenture
of mortgage and deed of trust dated May 1, 1923 (hereinafter called the
Mortgage), to provide for the issue of, and to secure, its First and Refunding
Mortgage Bonds, issuable in series and without limit as to principal amount
except as provided in the Mortgage, the initial series of Bonds being
designated the 6% Series of 1923, and the terms and provisions of other series
of bonds secured by the Mortgage to be determined as provided in the Mortgage;
and



     WHEREAS, thereafter Counties Company, Philadelphia Suburban-Counties Gas
and Electric Company (hereinafter called Suburban Company), and the Company,
respectively, have from time to time executed and delivered indentures
supplemental to the Mortgage, providing for the creation of additional series
of bonds secured by the Mortgage and for amendment of certain of the terms and
provisions of the Mortgage and of indentures supplemental thereto, or
evidencing the succession of Suburban Company to Counties Company and of the
Company to Suburban Company, such indentures supplemental to the Mortgage, the
respective dates, parties thereto, and purposes thereof, being as follows:



2









 





	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	First

September 1, 1926

	 	Counties Company to
Fidelity-Philadelphia
Trust Company
(Successor to Fidelity
Trust Company)
	 	Bonds of 5% Series of
1926
	 
	 	 	 	 
	Second

May 1, 1927

	 	Suburban Company to
Fidelity-Philadelphia
Trust Company
	 	Evidencing succession of
Suburban Company to
Counties Company
	 
	 	 	 	 
	Third

May 1, 1927

	 	Suburban Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 4-1/2% Series
due 1957; amendment of
certain provisions of
Mortgage
	 
	 	 	 	 
	Fourth

November 1, 1927

	 	Suburban Company to
Fidelity-Philadelphia
Trust Company
	 	Additional Bonds of
4-1/2% Series due 1957
	 
	 	 	 	 
	Fifth 

January 31, 1931

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Evidencing succession of
Company to
Suburban Company
	 
	 	 	 	 
	Sixth

February 1, 1931

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 4% Series
due 1971
	 
	 	 	 	 
	Seventh

March 1, 1937

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 3-1/2% Series
due 1967; amendment of
certain provisions of
Mortgage
	 
	 	 	 	 
	Eighth

December 1, 1941

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 2-3/4% Series
due 1971; amendment of
certain provisions of
Mortgage
	 
	 	 	 	 
	Ninth

November 1, 1944

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 2-3/4% Series
due 1967 and 2-3/4% Series
due 1974; amendment of
certain provisions of
Mortgage
	 
	 	 	 	 
	Tenth

December 1, 1946

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 2-3/4% Series
due 1981; amendment of
certain provisions of
Mortgage*







3









 






	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	Eleventh

February 1, 1948

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 2-7/8% Series
due 1978*
	 
	 	 	 	 
	Twelfth

January 1, 1952

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 3-1/4% Series
due 1982*
	 
	 	 	 	 
	Thirteenth

May 1, 1953

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 3-7/8% Series
due 1983*
	 
	 	 	 	 
	Fourteenth

December 1, 1953

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 3-1/8% Series
due 1983*
	 
	 	 	 	 
	Fifteenth

April 1, 1955

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 3-1/8% Series
due 1985*
	 
	 	 	 	 
	Sixteenth

September 1, 1957

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 4-5/8% Series
due 1987; amendment of
certain provisions of
Mortgage*
	 
	 	 	 	 
	Seventeenth

May 1, 1958

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 3-3/4% Series
due 1988; amendment of
certain provisions of
Mortgage*
	 
	 	 	 	 
	Eighteenth

December 1, 1958

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 4-3/8% Series
due 1986*
	 
	 	 	 	 
	Nineteenth

October 1, 1959

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 5% Series
due 1989*
	 
	 	 	 	 
	Twentieth

May 1, 1964

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 4-1/2% Series
due 1994*
	 
	 	 	 	 
	Twenty-first

October 15, 1966

	 	Company to
Fidelity-Philadelphia
Trust Company
	 	Bonds of 6% Series due
1968-1973*
	 
	 	 	 	 
	Twenty-second

June 1, 1967

	 	Company to The Fidelity Bank
(formerly
Fidelity-Philadelphia
Trust Company)
	 	Bonds of 5-1/4 % Series due
1968-1973 and 5-3/4 %
Series due 1977*
	 
	 	 	 	 
	Twenty-third

October 1, 1957

	 	Company to The Fidelity
Bank
	 	Bonds of 6-1/8 % Series
due 1997*







4









 






	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	Twenty-fourth

March 1, 1968

	 	Company to The Fidelity
Bank
	 	Bonds of 6-1/2% Series
due 1993; amendment of
Article XIV of
Mortgage*
	 
	 	 	 	 
	Twenty-fifth

September 10, 1968

	 	Company to The Fidelity
Bank
	 	Bonds of 1968 Series due
1969-1976*
	 
	 	 	 	 
	Twenty-sixth

August 15, 1969

	 	Company to The Fidelity
Bank
	 	Bonds of 8% Series due
1975*
	 
	 	 	 	 
	Twenty-seventh

February 1, 1970

	 	Company to The Fidelity
Bank
	 	Bonds of 9% Series due
1995*
	 
	 	 	 	 
	Twenty-eighth

May 1, 1970

	 	Company to The Fidelity
Bank
	 	Bonds of 8-1/2% Series
due 1976*
	 
	 	 	 	 
	Twenty-ninth

December 15, 1970

	 	Company to The Fidelity
Bank
	 	Bonds of 7-3/4% Series
due 2000*
	 
	 	 	 	 
	Thirtieth

August 1, 1971

	 	Company to The Fidelity
Bank
	 	Bonds of 8-1/4% Series
due 1996*
	 
	 	 	 	 
	Thirty-first

December 15, 1971

	 	Company to The Fidelity
Bank
	 	Bonds of 7-3/8% Series
due 2001; amendment of
Article XI of Mortgage*
	 
	 	 	 	 
	Thirty-second

June 15, 1972

	 	Company to The Fidelity
Bank
	 	Bonds of 7-1/2% Series
due 1998*
	 
	 	 	 	 
	Thirty-third

January 15, 1973

	 	Company to The Fidelity
Bank
	 	Bonds of 7-1/2% Series
due 1999*
	 
	 	 	 	 
	Thirty-fourth

January 15, 1974

	 	Company to The Fidelity
Bank
	 	Bonds of 8-1/2% Series
due 2004
	 
	 	 	 	 
	Thirty-fifth

October 15, 1974

	 	Company to The Fidelity
Bank
	 	Bonds of 11% Series
due 1980*
	 
	 	 	 	 
	Thirty-sixth

April 15, 1975

	 	Company to The Fidelity
Bank
	 	Bonds of 11-5/8% Series
due 2000*
	 
	 	 	 	 
	Thirty-seventh

August 1, 1975

	 	Company to The Fidelity
Bank
	 	Bonds of 11% Series due
2000*
	 
	 	 	 	 
	Thirty-eighth

March 1, 1976

	 	Company to The Fidelity
Bank
	 	Bonds of 9-1/8% Series
due 2006*
	 
	 	 	 	 
	Thirty-ninth

August 1, 1976

	 	Company to The Fidelity
Bank
	 	Bonds of 9-5/8% Series
due 2002*







5









 






	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	Fortieth

February 1, 1977

	 	Company to The Fidelity
Bank
	 	Bonds of Pollution
Control Series A
and Pollution
Control Series B*
	 
	 	 	 	 
	Forty-first

March 15, 1977

	 	Company to The Fidelity
Bank
	 	Bonds of 8-5/8% Series
due 2007*
	 
	 	 	 	 
	Forty-second

July 15, 1977

	 	Company to The Fidelity
Bank
	 	Bonds of 8-5/8% Series
due 2003*
	 
	 	 	 	 
	Forty-third

March 15, 1978

	 	Company to The Fidelity
Bank
	 	Bonds of 9-1/8% Series
due 2008*
	 
	 	 	 	 
	Forty-fourth

October 15, 1979

	 	Company to The Fidelity
Bank
	 	Bonds of 12-1/2% Series
due 2005*
	 
	 	 	 	 
	Forty-fifth

October 15, 1980

	 	Company to The Fidelity
Bank
	 	Bonds of 13-3/4% Series
due 1992*
	 
	 	 	 	 
	Forty-sixth

March 1, 1981

	 	Company to The Fidelity
Bank
	 	Bonds of 15-1/4% Series
due 1996; amendment of
Article VIII of
Mortgage*
	 
	 	 	 	 
	Forty-seventh

March 1, 1981

	 	Company to The Fidelity
Bank
	 	Bonds of 15% Series due
1996; amendment of
Article VIII of
Mortgage*
	 
	 	 	 	 
	Forty-eighth

July 1, 1981

	 	Company to The Fidelity
Bank
	 	Bonds of 17-5/8% Series
due 2011*
	 
	 	 	 	 
	Forty-ninth

September 15, 1981

	 	Company to The Fidelity
Bank
	 	Bonds of 18-3/4% Series
due 2009*
	 
	 	 	 	 
	Fiftieth

April 1, 1982

	 	Company to The Fidelity
Bank
	 	Bonds of 18% Series due
2012*
	 
	 	 	 	 
	Fifty-first

October 1, 1982

	 	Company to The Fidelity
Bank
	 	Bonds of 15-3/8% Series
due 2010*
	 
	 	 	 	 
	Fifty-second

June 15, 1983

	 	Company to The Fidelity
Bank
	 	Bonds of 13-3/8% Series
due 2013*
	 
	 	 	 	 
	Fifty-third

November 15, 1984

	 	Company to Fidelity Bank,
National Association
(formerly The Fidelity Bank)
	 	Bonds of 13.05% Series
due 1994; amendment
of Article VIII of
Mortgage*







6









 






	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	Fifty-fourth

December 1, 1984

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 14% Series due
1988-1994; amendment
of Article VIII of
Mortgage*
	 
	 	 	 	 
	Fifty-fifth

May 15, 1985

	 	Company to Fidelity Bank,
National Association
	 	Bonds of Pollution
Control Series C*
	 
	 	 	 	 
	Fifty-sixth

October 1, 1985

	 	Company to Fidelity Bank,
National Association
	 	Bonds of Pollution
Control Series D*
	 
	 	 	 	 
	Fifty-seventh

November 15, 1985

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10-7/8% Series
due 1995*
	 
	 	 	 	 
	Fifty-eighth

November 15, 1985

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 11-3/4% Series
due 2014*
	 
	 	 	 	 
	Fifty-ninth

June 1, 1986

	 	Company to Fidelity Bank,
National Association
	 	Bonds of Pollution
Control Series E*
	 
	 	 	 	 
	Sixtieth

November 1, 1986

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10-1/4% Series
due 2016*
	 
	 	 	 	 
	Sixty-first

November 1, 1986

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 8-3/4% Series
due 1994*
	 
	 	 	 	 
	Sixty-second

April 1, 1987

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 9-3/8% Series
due 2017*
	 
	 	 	 	 
	Sixty-third

July 15, 1987

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 11% Series due
2016*
	 
	 	 	 	 
	Sixty-fourth

July 15, 1987

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10% Series due
1997*
	 
	 	 	 	 
	Sixty-fifth

August 1, 1987

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10-1/4% Series
due 2007*
	 
	 	 	 	 
	Sixty-sixth

October 15, 1987

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 11% Series due
1997*
	 
	 	 	 	 
	Sixty-seventh

October 15, 1987

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 12-1/8% Series
due 2016*
	 
	 	 	 	 
	Sixty-eighth

April 15, 1988

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10% Series due
1998*
	 
	 	 	 	 
	Sixty-ninth

April 15, 1988

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 11% Series due
2018*







7









 






	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	Seventieth

June 15, 1989

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10% Series due
2019*
	 
	 	 	 	 
	Seventy-first

October 1, 1989

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 9-7/8% Series
due 2019*
	 
	 	 	 	 
	Seventy-second

October 1, 1989

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 9-1/4% Series
due 1999*
	 
	 	 	 	 
	Seventy-third

October 1, 1989

	 	Company to Fidelity Bank,
National Association
	 	Medium-Term Note
Series A*
	 
	 	 	 	 
	Seventy-fourth

October 15, 1990

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10-1/2% Series
due 2020*
	 
	 	 	 	 
	Seventy-fifth

October 15, 1990

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 10% Series due
2000*
	 
	 	 	 	 
	Seventy-sixth

April 1, 1991

	 	Company to Fidelity Bank,
National Association
	 	Bonds of Pollution
Control Series F
and Pollution
Control Series G*
	 
	 	 	 	 
	Seventy-seventh

December 1, 1991

	 	Company to Fidelity Bank,
National Association
	 	Bonds of Pollution
Control Series H*
	 
	 	 	 	 
	Seventy-eighth

January 15, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 7-1/2% 1992
Series due 1999*
	 
	 	 	 	 
	Seventy-ninth

April 1, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 8% Series due
2002*
	 
	 	 	 	 
	Eightieth

April 1, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 8-3/4% Series
due 2022*
	 
	 	 	 	 
	Eighty-first

June 1, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of Pollution
Control Series I*
	 
	 	 	 	 
	Eighty-second

June 1, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 8-5/8% Series
due 2022*
	 
	 	 	 	 
	Eighty-third

July 15, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 7-1/2% Series
due 2002*
	 
	 	 	 	 
	Eighty-fourth

September 1, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 8-1/4% Series
due 2022*
	 
	 	 	 	 
	Eighty-fifth

September 1, 1992

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 7-1/8% Series
due 2002*







8









 






	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	Eighty-sixth

March 1, 1993

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 6-5/8% Series
due 2003*
	 
	 	 	 	 
	Eighty-Seventh

March 1, 1993

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 7-3/4% Series
due 2023*
	 
	 	 	 	 
	Eighty-eighth

March 1, 1993

	 	Company to Fidelity Bank,
National Association
	 	Bonds of Pollution
Control Series J,
Pollution Control
Series K, Pollution
Control Series L
and Pollution Control
Series M*
	 
	 	 	 	 
	Eighty-ninth

May 1, 1993

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 6-1/2% Series
due 2003*
	 
	 	 	 	 
	Ninetieth

May 1, 1993

	 	Company to Fidelity Bank,
National Association
	 	Bonds of 7-3/4% Series
2 due 2023*
	 
	 	 	 	 
	Ninety-first

August 15, 1993

	 	Company to First Fidelity Bank,
N.A., Pennsylvania (formerly
Fidelity Bank, National
Association)
	 	Bonds of 7-1/8% Series
due 2023*
	 
	 	 	 	 
	Ninety-second

August 15, 1993

	 	Company to First Fidelity Bank,
N.A., Pennsylvania
	 	Bonds of 6-3/8% Series
due 2005*
	 
	 	 	 	 
	Ninety-third

August 15, 1993

	 	Company to First Fidelity Bank,
N.A., Pennsylvania
	 	Bonds of 5-3/8% Series
due 1998*
	 
	 	 	 	 
	Ninety-fourth

November 1, 1993

	 	Company to First Fidelity Bank,
N.A., Pennsylvania
	 	Bonds of 7-1/4% Series
due 2024*
	 
	 	 	 	 
	Ninety-fifth

November 1, 1993

	 	Company to First Fidelity Bank,
N.A., Pennsylvania
	 	Bonds of 5-5/8% Series
due 2001*
	 
	 	 	 	 
	Ninety-sixth

May 1, 1995

	 	Company to First Fidelity Bank,
N.A., Pennsylvania
	 	Medium Term Note Series B*
	 
	 	 	 	 
	Ninety-seventh

October 15, 2001

	 	Company to First Union
National Bank (formerly First
Fidelity Bank, N.A.,
Pennsylvania)
	 	Bonds of 5.95% Series
due 2011*
	 
	 	 	 	 
	Ninety-eighth

October 1, 2002

	 	Company to Wachovia Bank,
National Association (formerly
First Union National Bank)
	 	Bonds of 5.95% Series
Due 2011*
	 
	 	 	 	 
	Ninety-ninth

September 15, 2002

	 	Company to Wachovia Bank,
National Association (formerly
First Union National Bank)
	 	Bonds of 4.75% Series
Due 2012*







9









 






	 	 	 	 	 
	Supplemental Indenture	 	 	 	 
	and Date
	 	Parties
	 	Providing for:

	One Hundredth

April 15, 2003

	 	Company to Wachovia Bank,
National Association (formerly
First Union National Bank)
	 	Bonds of 3.50% Series
Due 2008*















	 	 	*And amendment of certain provisions of the Ninth Supplemental Indenture.





10









 





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



	 	 	 	 	 
	 	 	PRINCIPAL
	Series
	 	AMOUNT

	3.50%     Series due 2008
	 	 	450,000,000	 
	Pollution Control Series J due 2012
	 	 	50,000,000	 
	Pollution Control Series K due 2012
	 	 	50,000,000	 
	Pollution Control Series L due 2012
	 	 	50,000,000	 
	Pollution Control Series M due 2012
	 	 	4,200,000	 
	4.75%     Series due 2012 
	 	 	225,000,000	 
	5.95%     Series due 2011 
	 	 	250,000,000	 
	Total
	 	$	1,079,200,000	 
	 
	 	 	
 	 







     WHEREAS, the Company deems it advisable and has determined, pursuant to
Article XI of the Mortgage,



     (a) to convey, pledge, transfer and assign to the Trustee and to subject
specifically to the lien of the Mortgage additional property not therein or in
any supplemental indenture specifically described but now owned by the Company
and acquired by it by purchase or otherwise; and



     (b) to create a new series of bonds to be issued from time to time under,
and secured by, the Mortgage, to be designated PECO Energy Company First and
Refunding Mortgage Bonds, 5.90% Series due 2034, (hereinafter sometimes called
the “bonds of the New Series” or the “bonds of the 5.90% Series due 2034”); and
for the above-mentioned purposes to execute, deliver and record this
Supplemental Indenture; and



     WHEREAS, the Company has determined by proper corporate action that the
terms, provisions and form of the bonds of the New Series shall be
substantially as follows:



11









 




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.




(Form of Face of Bond)




PECO ENERGY COMPANY




			
	REGISTERED

NUMBER
	 	REGISTERED







FIRST AND REFUNDING MORTGAGE BOND,

5.90% SERIES DUE 2034,

DUE MAY 1, 2034




     PECO Energy Company, a Pennsylvania corporation (hereinafter called the
Company), for value received, hereby promises to pay to                     
or registered assigns,



     Dollars on May 1, 2034, at the office or agency of the Company, in the
City of Philadelphia, Pennsylvania, or, at the option of the holder, at the
office or agency of the Company, in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time
of payment shall constitute legal tender for the payment of public and private
debts, and to pay interest (computed on the basis of a 360-day year of twelve
30-day months) thereon from the date hereof at the rate of 5.90 percent per
annum in like coin or currency, payable at either of the offices aforesaid on
May 1 and November 1, commencing on November 1, 2004, in each year until the
Company’s obligation with respect to the payment of such principal shall have
been discharged.



     The Company may fix a date, not more than fourteen calendar days prior to
any interest payment date, as a record date for determining the registered
holder of this bond entitled to such interest payment, in which case only the
registered holder on such record date shall be entitled to receive such
payment, notwithstanding any transfer of this bond upon the registration books
subsequent to such record date.



     This bond shall not be valid or become obligatory for any purpose unless
it shall have been authenticated by the certificate of the Trustee under said
Mortgage endorsed hereon.



12









 





     The provisions of this bond are continued on the reverse hereof and such
continued provisions shall for all purposes have the same effect as though
fully set forth at this place.



     IN WITNESS WHEREOF, PECO Energy Company has caused this instrument to be
signed in its corporate name with the manual or facsimile signature of its
President or a Vice President and its corporate seal to be impressed or a
facsimile imprinted hereon, duly attested by the manual or facsimile signature
of its Secretary or an Assistant Secretary.



	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	 	 	PECO ENERGY COMPANY
	

	 	By	 	 
	

	 	 	 	
 
	

	 	 	 	Senior Vice President,
Treasurer and Chief Financial
Officer
	 
	 	 	 	 
	(SEAL)
	 	 	 	 
	 
	 	 	 	 
	

	 	Attest:	 	 
	

	 	 	 	
 
	

	 	 	 	Assistant Secretary







13









 








(Form of Reverse of New Series of Bond)




PECO ENERGY COMPANY

First and Refunding Mortgage Bond,

5.90% Series Due 2034

Due May 1, 2034




(CONTINUED)




     This bond is one of a duly authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Mortgage hereinafter mentioned
or in any indenture supplemental thereto, and is one of a series of said bonds
known as First and Refunding Mortgage Bonds, 5.90% Series due 2034. This bond
and all other bonds of said issue are issued and to be issued under and
pursuant to and are all secured equally and ratably by an indenture of mortgage
and deed of trust dated May 1, 1923, duly executed and delivered by The
Counties Gas and Electric Company (to which the Company is successor) to
Fidelity Trust Company, as Trustee (to which Wachovia Bank, National
Association, a national banking association organized and existing under the
laws of the United States of America, is successor Trustee), as amended,
modified or supplemented by certain supplemental indentures from the Company or
its predecessors to said successor Trustee or its predecessors, said mortgage,
as so amended, modified or supplemented being herein called the Mortgage.
Reference is hereby made to the Mortgage for a statement of the property
mortgaged and pledged, the nature and extent of the security, the rights of the
holders of said bonds and of the Trustee in respect of such security, the
rights, duties and immunities of the Trustee, and the terms and conditions upon
which said bonds are and are to be secured, and the circumstances under which
additional bonds may be issued.



     As provided in the Mortgage, the bonds secured thereby may be for various
principal sums and are issuable in series, which series may mature at different
times, may bear interest at different rates, and may otherwise vary. The bonds
of this series mature on May 1, 2034, and are issuable only in registered form
without coupons in any denomination authorized by the Company.



     Any bond or bonds of this series may be exchanged for another bond or
bonds of this series in a like aggregate principal amount in authorized
denominations, upon presentation at the office of the Trustee in the City of
Philadelphia, Pennsylvania, or, at the option of the holder, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, all
subject to the terms of the Mortgage but without any charge other than a sum
sufficient to reimburse the Company for any stamp tax or other governmental
charge incident to the exchange.



     The bonds of this series are 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, 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 to be redeemed, plus accrued interest to the
redemption date, or (2) as determined by the Quotation Agent, the sum of the
present values of the remaining



14









 







scheduled payments of principal and interest on the bonds 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
plus 20 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 this series or
portions of the bonds of this series called for redemption.



     “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, 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 this series 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 this series.



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





	 	•	 	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







	 	•	 	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 BNP Paribas Securities Corp.
and Merrill Lynch, Pierce, Fenner & Smith 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.



     The principal of this bond may be declared or may become due on the
conditions, in the manner and with the effect provided in the Mortgage upon the
happening of an event of default as in the Mortgage provided.



15









 





     This bond is transferable by the registered holder hereof in person or by
attorney, duly authorized in writing, at the office of the Trustee in the City
of Philadelphia, Pennsylvania, or, at the option of the holder, at the office
or agency of the Company in the Borough of Manhattan, The City of New York, in
books of the Company to be kept for that purpose, upon surrender and
cancellation hereof, and upon any such transfer, a new registered bond or
bonds, without coupons, of this series and for the same aggregate principal
amount, will be issued to the transferee in exchange herefor, all subject to
the terms of the Mortgage but without payment of any charge other than a sum
sufficient to reimburse the Company for any stamp tax or other governmental
charge incident to the transfer. The Company, the Trustee, and any paying agent
may deem and treat the person in whose name this bond is registered as the
absolute owner hereof for the purpose of receiving payment of or on account of
the principal and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent shall be affected by any
notice to the contrary.



     No recourse shall be had for the payment of the principal of or interest
on this bond to any incorporator or any past, present or future stockholder,
officer or director of the Company or of any predecessor or successor
corporation, either directly or indirectly, by virtue of any statute or by
enforcement of any assessment or otherwise, and any and all liability of the
said incorporators, stockholders, officers or directors of the Company or of
any predecessor or successor corporation in respect to this bond is hereby
expressly waived and released by every holder hereof, except to the extent that
such liability may not be waived or released under the provisions of the
Securities Act of 1933 or of the rules and regulations of the Securities and
Exchange Commission thereunder.



(End of Form of Reverse of Bond)





16










 




and




     WHEREAS, on the face of each of the bonds of the New Series, there is to
be endorsed a certificate of the Trustee in substantially the following form,
to wit:


(Form of Trustee’s Certificate)




     This bond is one of the bonds, of the series designated therein, provided
for in the within-mentioned Mortgage and in the One Hundred and First
Supplemental Indenture dated as of April 15, 2004.


	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



and





     WHEREAS, all acts and things necessary to make the bonds of the New
Series, when duly executed by the Company and authenticated by the Trustee as
provided in the Mortgage and indentures supplemental thereto, and issued by the
Company, the valid, binding and legal obligations of the Company, and this
Supplemental Indenture a valid and enforceable supplement to the Mortgage, have
been done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly and lawfully authorized.



          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:



     That in order to secure the payment of the principal of and interest on
all bonds issued and to be issued under the Mortgage and/or under any indenture
supplemental thereto, according to their tenor and effect, and according to the
terms of the Mortgage and of any indenture supplemental thereto, and to secure
the performance of the covenants and obligations in the bonds and in the
Mortgage and any indenture supplemental thereto respectively contained, and for
the proper assuring, conveying, and confirming unto the Trustee, its successors
in trust and its and their assigns forever, upon the trusts and for the
purposes expressed in the Mortgage and in any indentures supplemental thereto,
all and singular the estates, property and franchises of the Company thereby
mortgaged or intended so to be, the Company, for and in consideration of the
premises and of the sum of One Dollar ($1.00) in hand paid by the Trustee to
the Company upon the execution and delivery of this Supplemental Indenture,
receipt whereof is hereby acknowledged, and of other good and valuable
consideration, has granted, bargained, sold, conveyed, released, confirmed,
pledged, assigned, transferred and set over and by these presents does grant,
bargain, sell, convey, release, confirm, pledge, assign, transfer, and set over
to Wachovia Bank, National Association, as Trustee, and to its successors in
trust and its and their assigns forever, all the following described property,
real, personal and mixed of the Company, viz.:



17









 





     The real property set forth in Schedule A, attached hereto and hereby made
a part hereof, with any improvements thereon erected as may be owned by the
Company but not specifically described in the Mortgage or in any indenture
supplemental thereto heretofore executed, in the places set forth in Schedule
A.



     All of the real property with any improvements thereon erected as may be
owned by the Company and described in the Mortgage or in any indenture
supplemental thereto as may heretofore have been executed, delivered and
recorded, but excluding therefrom all real property heretofore released from
the lien of the Mortgage. The purpose of restating such prior conveyances as
security is to confirm that the obligations of the Company as provided in this
Supplemental Indenture are included within the lien and security of the
Mortgage, and that public record be made of such purpose and fact by the
recording of this Supplemental Indenture.



     Together with all gas works, electric works, plants, buildings,
structures, improvements and machinery located upon such real estate or any
portion thereof, and all rights, privileges and easements of every kind and
nature appurtenant thereto, and all and singular tenements, hereditaments and
appurtenances belonging to the real estate or any part thereof hereinbefore
described or referred to or intended so to be, or in any way appertaining
thereto, and the reversions, remainders, rents, issues and profits thereof;
also all the estate, right, title, interest, property, possession, claim and
demand whatsoever, as well in law as in equity, of the Company, of, in and to
the same and any and every part thereof, with the appurtenances.



     Also all the Company’s electric transmission and distribution lines and
systems, substations, transforming stations, structures, machinery, apparatus,
appliances, devices and appurtenances.



     Also all the Company’s gas transmission and distribution mains, pipes,
pipe lines and systems, storage facilities, structures, machinery, apparatus,
appliances, devices and appurtenances.



     Also all plants, systems, works, improvements, buildings, structures,
fixtures, appliances, engines, furnaces, boilers, machinery, retorts, tanks,
condensers, pumps, gas tanks, holders, reservoirs, expansion tanks, gas mains
and pipes, tunnels, service pipe, pipe lines, fittings, gates, valves,
connections, gas and electric meters, generators, dynamos, fans, supplies,
tools and implements, tracks, sidings, motor and other vehicles, all electric
light lines, electric power lines, transmission lines, distribution lines,
conduits, cables, stations, substations, and distributing systems, motors,
conductors, converters, switchboards, shafting, belting, wires, mains, feeders,
poles, towers, mast arms, brackets, pipes, lamps, insulators, house wiring
connections and all instruments, appliances, apparatus, fixtures, fittings and
equipment and all stores, repair parts, materials and supplies of every nature
and kind whatsoever now or hereafter owned by the Company in connection with or
appurtenant to its plants and systems for production, purchase, storage,
transmission, distribution, utilization and sale of gas and its by-products and
residual products, and/or for the generation, production, purchase, storage,
transmission, distribution, utilization and sale of electricity, or in
connection with such business.



     Also all the goodwill of the business of the Company, and all rights,
claims, contracts, leases, patents, patent rights, and agreements, all accounts
receivable, accounts, claims, demands,



18









 







choses in action, books of account, cash assets, franchises, ordinances,
rights, powers, easements, water rights, riparian rights, licenses, privileges,
immunities, concessions and consents now or hereafter owned by the Company in
connection with or appurtenant to its said business.



     Also all the right, title and interest of the Company in and to all
contracts for the purchase, sale or supply of gas, and its by-products and
residual products of electricity and electrical energy, now or hereafter
entered into by the Company with the right on the part of the Trustee, upon the
happening of an event of default as defined in the Mortgage as supplemented by
any supplemental indenture, to require a specific assignment of any and all
such contracts, whenever it shall request the Company to make the same.



     Also all rents, tolls, earnings, profits, revenues, dividends and income
arising or to arise from any property now owned, leased, operated or controlled
or hereafter acquired, leased, operated or controlled by the Company and
subject to the lien of the Mortgage and indentures supplemental thereto.



     Also all the estate, right, title and interest of the Company, as lessee,
in and to any and all demised premises under any and all agreements of lease
now or at any time hereafter in force, insofar as the same may now or hereafter
be assignable by the Company.



     Also all other property, real, personal and mixed not hereinbefore
specified or referred to, of every kind and nature whatsoever, now owned, or
which may hereafter be owned by the Company (except shares of stock, bonds or
other securities not now or hereafter specifically pledged under the Mortgage
and indentures supplemental thereto or required to be pledged thereunder by the
provisions of the Mortgage or any indenture supplemental thereto), together
with all and singular the tenements, hereditaments and appurtenances thereunto
belonging or in any way appertaining and the reversions, remainder or
remainders, rents, issues and profits thereof; and also all the estate, right,
title, interest, property, claim and demand whatsoever as well in law as in
equity of the Company of, in and to the same and every part and parcel thereof.



     It is the intention and it is hereby agreed that all property and the
earnings and income thereof acquired by the Company after the date hereof shall
be as fully embraced within the provisions hereof and subject to the lien
hereby created for securing the payment of all bonds, together with the
interest thereon, as if the property were now owned by the Company and were
specifically described herein and conveyed hereby, provided nevertheless, that
no shares of stock, bonds or other securities now or hereafter owned by the
Company, shall be subject to the lien of the Mortgage and indentures
supplemental thereto unless now or hereafter specifically pledged or required
to be pledged thereunder by the provisions of the Mortgage or any indenture
supplemental thereto.



     TO HAVE AND TO HOLD, all and singular the property, rights, privileges and
franchises hereby conveyed, transferred or pledged or intended so to be,
including after-acquired property, together with all and singular the
reversions, remainders, rents, revenues, income, issues and profits, privileges
and appurtenances, now or hereafter belonging or in any way appertaining
thereto, unto the Trustee and its successors in the trust hereby created, and
its and their assigns forever;



19









 





     IN TRUST NEVERTHELESS, for the equal and pro rata benefit and security of
each and every person or corporation who may be or become the holders of bonds
secured by the Mortgage and indentures supplemental thereto, without
preference, priority or distinction (except as provided in Section 1 of Article
VIII of the Mortgage) as to lien or otherwise of any bond of any series over or
from any other bond, so that (except as aforesaid) each and every of the bonds
issued or to be issued, of whatsoever series, shall have the same right, lien,
privilege under the Mortgage and indentures supplemental thereto and shall be
equally secured thereby and hereby, with the same effect as if the bonds had
all been made, issued and negotiated simultaneously on the date of the
Mortgage.



     AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH:



     It is hereby covenanted that all bonds secured by the Mortgage and
indentures supplemental thereto with the coupons appertaining thereto, are
issued to and accepted by each and every holder thereof, and that the property
aforesaid and all other property subject to the lien of the Mortgage and
indentures supplemental thereto is held by or hereby conveyed to the Trustee,
under and subject to the trusts, conditions and limitations set forth in the
Mortgage and indentures supplemental thereto and upon and subject to the
further trusts, conditions and limitations hereinafter set forth, as follows,
to wit:



ARTICLE I.




AMENDMENTS OF MORTGAGE




     Article II of the Ninth Supplemental Indenture to the Mortgage, as
heretofore amended, is hereby further amended as follows:



     By adding to paragraph (d) of Section 5 and to the first clause of Section
9, the following:



     “5.90% Series due 2034”



ARTICLE II.




BONDS OF THE NEW SERIES




     Section 1. The bonds of the New Series shall be designated as hereinabove
specified for such designation in the recital immediately preceding the form of
bonds of the New Series, subject however, to the provisions of Section 2 of
Article I of the Mortgage, as amended, and are issuable only as registered
bonds without coupons, substantially in the form hereinbefore recited; and the
issue thereof shall be limited to $75,000,000 principal amount.



     The bonds of the New Series shall bear interest from the date thereof and
shall be dated as of the interest payment date to which interest was paid next
preceding the date of issue unless (a) such date of issue is an interest
payment date to which interest was paid, in which event such bonds shall be
dated as of such interest payment date, or (b) issued prior to the occurrence
of the



20









 







first interest payment date on which interest is to be paid, in which
event such bonds shall be dated April 23, 2004. The bonds of the New Series
shall mature on May 1, 2034.



     The bonds of the New Series shall bear interest (computed on the basis of
a 360-day year of twelve 30-day months) at the rate provided in the form of
bond hereinbefore recited, payable on May 1 and November 1 in each year
commencing on November 1, 2004 until the Company’s obligation with respect to
the payment of principal thereof shall have been discharged. Both principal
and interest on bonds of the New Series shall be payable at the office or
agency of the Company in the City of Philadelphia, Pennsylvania, or, at the
option of the holder, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and shall be payable in such coin or currency
of the United States of America as at the time of payment shall constitute
legal tender for the payment of public and private debts.



     The bonds of the New Series shall be in any denomination authorized by the
Company.



     Any bond or bonds of the New Series shall be exchangeable for another bond
or bonds of the New Series in a like aggregate principal amount. Any such
exchange may be made upon presentation at the office of the Trustee in the City
of Philadelphia, Pennsylvania, or, at the option of the holder, at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
without any charge other than a sum sufficient to reimburse the Company for any
stamp tax or other governmental charge incident to the exchange.



     Section 2. (a) Initially, the bonds of the New Series shall be issued
pursuant to a book-entry system administered by The Depository Trust Company
(or its successor, referred to herein as the “Depository”) as a global security
with no physical distribution of bond certificates to be made except as
provided in this Section 2. Any provisions of the Mortgage or the bonds of the
New Series requiring physical delivery of bonds shall, with respect to any
bonds of the New Series held under the book-entry system, be deemed to be
satisfied by a notation on the bond registration books maintained by the
Trustee that such bonds are subject to the book-entry system.



          (b) So long as the book-entry system is being used, one or more bonds of
the New Series in the aggregate principal amount of the bonds of the New Series
and registered in the name of the Depository’s nominee (the “Nominee”) will be
issued and required to be deposited with the Depository and held in its
custody. The book-entry system will be maintained by the Depository and its
participants and indirect participants and will evidence beneficial ownership
of the bonds of the New Series, with transfers of ownership effected on the
records of the Depository, the participants and the indirect participants
pursuant to rules and procedures established by the Depository, the
participants and the indirect participants. The principal of and any premium
on each bond of the New Series shall be payable to the Nominee or any other
person appearing on the registration books as the registered holder of such
bond or its registered assigns or legal representative at the office of the
office or agency of the Company in the City of Philadelphia, Pennsylvania or
the Borough of Manhattan, The City of New York. So long as the book-entry
system is in effect, the Depository will be recognized as the holder of the
bonds of the New Series for all purposes. Transfers of principal, interest and
any premium payments or notices to participants and indirect participants will
be the responsibility of the Depository, and transfers of principal, interest
and any premium payments or notices to beneficial owners will be



21









 







the responsibility of participants and indirect participants. No other
party will be responsible or liable for such transfers of payments or notices
or for maintaining, supervising or reviewing such records maintained by the
Depository, the participants or the indirect participants. While the Nominee
or the Depository, as the case may be, is the registered owner of the bonds of
the New Series, notwithstanding any other provisions set forth herein, payments
of principal of, redemption premium, if any, and interest on the bonds of the
New Series shall be made to the Nominee or the Depository, as the case may be,
by wire transfer in immediately available funds to the account of such holder.
Without notice to or consent of the beneficial owners, the Trustee with the
consent of the Company and the Depository may agree in writing to make payments
of principal, redemption price and interest in a manner different from that set
forth herein. In such event, the Trustee shall make payment with respect to
the bonds of the New Series in such manner as if set forth herein.



          (c) The Company may at any time elect (i) to provide for the replacement
of any Depository as the depository for the bonds of the New Series with
another qualified depository, or (ii) to discontinue the maintenance of the
bonds of the New Series under book-entry system. In such event, the Trustee
shall give 30 days prior notice of such election to the Depository (or such
fewer number of days acceptable to such Depository).



          (d) Upon the discontinuance of the maintenance of the bonds of the New
Series under a book-entry system, the Company will cause the bonds to be issued
directly to the beneficial owners of the bonds of the New Series, or their
designees, as further described below. In such event, the Trustee shall make
provisions to notify participants and beneficial owners of the bonds of the New
Series, by mailing an appropriate notice to the Depository, that bonds of the
New Series will be directly issued to beneficial owners of the bonds as of a
date set forth in such notice (or such fewer number of days acceptable to such
Depository).



          (e) In the event that bonds of the New Series are to be issued to
beneficial owners of the bonds, or their designees, the Company shall promptly
have bonds of the New Series prepared in certificated form registered in the
names of the beneficial owners of such bonds shown on the records of the
participants provided to the Trustee, as of the date set forth in the notice
above. Bonds issued to beneficial owners, or their designees shall be
substantially in the form set forth in this Supplemental Indenture, but will
not include the provision related to global securities.



          (f) If the Depository is replaced as the depository for the bonds of the
New Series with another qualified depository, the Company will issue a
replacement global security substantially in the form set forth in this
Supplemental Indenture.



          (g) The Company and the Trustee shall have no liability for the failure of
any Depository to perform its obligations to any participant, any indirect
participant or any beneficial owner of any bonds of the New Series, and the
Company and the Trustee shall not be liable for the failure of any participant,
indirect participant or other nominee of any beneficial owner or any bonds of
the New Series to perform any obligation that such participant, indirect
participant or other nominee may incur to any beneficial owner of the bonds of
the New Series.



22









 





          (h) Notwithstanding any other provision of the Mortgage, on or prior to
the date of issuance of the bonds of the New Series the Trustee shall have
executed and delivered to the initial Depository a Letter of Representations
governing various matters relating to the Depository and its activities
pertaining to the bonds of the New Series. The terms and provisions of such
Letter of Representations are incorporated herein by reference and, in the
event there shall exist any inconsistency between the substantive provisions of
the said Letter of Representations and any provisions of the Mortgage, then,
for as long as the initial Depository shall serve as depository with respect to
the bonds of the New Series, the terms of the Letter of Representations shall
govern.



          (i) The Company and the Trustee may rely conclusively upon (i) a
certificate of the Depository as to the identity of a participant in the
book-entry system; (ii) a certificate of any participant as to the identity of
any indirect participant and (iii) a certificate of any participant or any
indirect participant as to the identity of, and the respective principal amount
of bonds of the New Series owned by, beneficial owners.



     Section 3. So long as the bonds of the New Series are held by The
Depository Trust Company, such bonds of the New Series 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 4. So long as any of the bonds of the New Series remain
outstanding, the Company shall keep at its office or agency in the Borough of
Manhattan, The City of New York, as well as at the office of the Trustee in the
City of Philadelphia, Pennsylvania, books for the registry and transfer of
outstanding bonds of the New Series, in accordance with the terms and
provisions of the bonds of the New Series and the provisions of Section 8 of
Article I of said Mortgage.



     Section 5. So long as any bonds of the New Series remain outstanding, the
Company shall maintain an office or agency in the City of Philadelphia,
Pennsylvania, and an office or agency in the Borough of Manhattan, The City of
New York, for the payment upon proper demand of the principal of, the interest
on, or the redemption price of the outstanding bonds of the New Series, and
will from time to time give notice to the Trustee of the location of such
office or agency. In case the Company shall fail to maintain for such purpose
an office or agency in the City of Philadelphia or shall fail to give such
notice of the location thereof, then notices, presentations and demands in
respect of the bonds of the New Series may be given or made to or upon the
Trustee at its office in the City of Philadelphia and the principal of, the



23









 







interest on, and the redemption price of said bonds in such event be
payable at said office of the Trustee. All bonds of the New Series when paid
shall forthwith be cancelled.



     Section 6. The Company may fix a date, not more than fourteen calendar
days prior to any interest payment date, as a record date for determining the
registered holder of each bond of the New Series entitled to such interest
payment, in which case only the registered holder of such bond on such record
date shall be entitled to receive such payment, notwithstanding any transfer of
such bond upon the registration books subsequent to such record date.



     Section 7. The bonds of the New Series shall be issued under and subject
to all of the terms and provisions of the Mortgage, of the indentures
supplemental thereto referred to in the recitals hereof and of this
Supplemental Indenture which may be applicable to such bonds or applicable to
all bonds issued under the Mortgage and indentures supplemental thereto.



ARTICLE III.




ISSUE AND AUTHENTICATION OF

BONDS OF THE NEW SERIES




     In addition to any bonds of any series which may from time to time be
executed by the Company and authenticated and delivered by the Trustee upon
compliance with the provisions of the Mortgage and/or of any indenture
supplemental thereto, bonds of the New Series of an aggregate principal amount
not exceeding $75,000,000 shall forthwith be executed by the Company and
delivered to the Trustee, and the Trustee shall thereupon, whether or not this
Supplemental Indenture shall have been recorded, authenticate and deliver said
bonds to or upon the written order of the President, a Vice President, or the
Treasurer of the Company, under the terms and provisions of paragraph (c) of
Section 3 of Article II of the Mortgage, as amended.



ARTICLE IV.




REDEMPTION OF BONDS OF THE

NEW SERIES




     Section 1. The bonds of the New Series 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 to be redeemed, plus accrued interest to the redemption date, or (2)
as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the bonds 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 plus 20 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 this
series or portions of the bonds of this series called for redemption.



24









 





     “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, 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 this series 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 the New Series.



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





	 	•	 	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







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





     “Reference Treasury Dealer” means (1) each of BNP Paribas Securities Corp.
and Merrill Lynch, Pierce, Fenner & Smith 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.



     Section 2. In case the Company shall desire to exercise such right to
redeem and pay off all or any part of such bonds of the New Series as
hereinbefore provided it shall comply with all the terms and provisions of
Article III of the Mortgage, as amended, applicable thereto, and such
redemption shall be made under and subject to the terms and provisions of
Article III 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
Section 1 of this Article. No publication of notice of any redemption of any
bonds of the New Series shall be required.



25









 





ARTICLE V.




CERTAIN EVENTS OF DEFAULT; REMEDIES




     Section 1. So long as any bonds of the New Series remain outstanding, in
case one or more of the following events shall happen, such events shall, in
addition to the events of default heretofore enumerated in paragraphs (a)
throughout (d) of Section 2 of Article VIII of the Mortgage, constitute an
“event of default” under the Mortgage, as fully as if such events were
enumerated therein:




     (e) default shall be made in the due and punctual payment of the
principal (including the full amount of any applicable optional
redemption price) of any bond or bonds of the New Series whether at the
maturity of said bonds, or at a date fixed for redemption of said bonds,
or any of them, or by declaration as authorized by the Mortgage;



     Section 2. So long as any bonds of the New Series remain outstanding,
Section 10 of Article VIII of the Mortgage, as heretofore amended, is hereby
further amended by inserting in the first paragraph of such Section 10,
immediately after the words “as herein provided,” at the end of clause (2)
thereof, the following:



     “or (3) in case default shall be made in any payment of any interest on
any bond or bonds secured by this indenture or in the payment of the principal
(including any applicable optional redemption price) of any bond or bonds
secured by this indenture, where such default is not of the character referred
to in clause (1) or (2) of this Section 10 but constitutes an event of default
within the meaning of Section 2 of this Article VIII.”



ARTICLE VI.




CONCERNING THE TRUSTEE




     The Trustee hereby accepts the trust herein declared and provided and
agrees to perform the same upon the terms and conditions set forth in the
Mortgage, as amended and supplemented, and upon the following terms and
conditions:



     The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity of this Supplemental Indenture or the due execution
hereof by the Company or for or in respect of the recitals contained herein,
all of which recitals are made by the Company solely.



ARTICLE VII.




MISCELLANEOUS




     Section 1. Unless otherwise clearly required by the context, the term
“Trustee,” or any other equivalent term used in this Supplemental Indenture,
shall be held and construed to mean the trustee under the Mortgage for the time
being whether the original or a successor trustee.



26









 





     Section 2. The headings of the Articles of this Supplemental Indenture
are inserted for convenience of reference only and are not to be taken to be
any part of this Supplemental Indenture or to control or affect the meaning of
the same.



     Section 3. Nothing expressed or mentioned in or to be implied from this
Supplemental Indenture or in or from the bonds of the New Series is intended,
or shall be construed, to give any person or corporation, other than the
parties hereto and their respective successors, and the holders of bonds
secured by the Mortgage and the indentures supplemental thereto, any legal or
equitable right, remedy or claim under or in respect of such bonds or the
Mortgage or any indenture supplemental thereto, or any covenant, condition or
provision therein or in this Supplemental Indenture contained. All the
covenants, conditions and provisions thereof and hereof are for the sole and
exclusive benefit of the parties hereto and their successors and of the holders
of bonds secured by the Mortgage and indentures supplemental thereto.



     Section 4. This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all collectively but one
instrument.



     Section 5. This Supplemental Indenture is dated and shall be effective as
of April 15, 2004, but was actually executed and delivered on April 16, 2004.



[Remainder of this page intentionally left blank]




27









 








     IN WITNESS WHEREOF, the parties of the first and second parts hereto have
caused their corporate seals to be hereunto affixed and the President or a Vice
President of the party of the first part and the President or a Vice President
of the party of the second part, under and by the authority vested in them,
have hereto affixed their signatures and their Secretaries or Assistant
Secretaries have duly attested the execution hereof the 15th day of April,
2004.


	 	 	 	 	 
	 	PECO ENERGY COMPANY

 	 
	 	By  	/s/  J. Barry Mitchell
 	 
	 	 	J. Barry Mitchell 	 
	 	 	Senior Vice President,
Treasurer and Chief Financial
Officer 	 
	 
	 	[SEAL]

 	 
	 	Attest  /s/  Bruce G. Wilson
 	 
	 	Bruce G. Wilson 	 
	 	Assistant Secretary 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By  	/s/  Terence C. McPoyle
 	 
	 	 	Terence C. McPoyle 	 
	 	 	Vice President 	 
	 
	 	[SEAL]

 	 
	 	Attest  /s/  James M. Matthews
 	 
	 	James M. Matthews 	 
	 	Assistant Secretary 	 
	 





28









 





STATE OF ILLINOIS



ss.




COUNTY OF COOK



     BE IT REMEMBERED, that on the    day of April, 2004, before me, a Notary
Public in and for said County and State, residing in Chicago, personally came
Bruce G. Wilson, who being duly sworn according to law deposes and says that he
was personally present and did see the common or corporate seal of the above
named PECO Energy Company affixed to the foregoing Supplemental Indenture, that
the seal so affixed is the common or corporate seal of the said PECO Energy
Company, and was so affixed by the authority of the said corporation as the act
and deed thereof; that the above named J. Barry Mitchell is a Vice President of
the said corporation, and did sign the said Supplemental Indenture as such in
the presence of this deponent that this deponent is Assistant Secretary of the
said corporation; and the name of the deponent, above signed in attestation of
the due execution of the said Supplemental Indenture, is in this deponent’s own
proper handwriting.



     Sworn to and subscribed before me the day and year aforesaid.


                      
                      
                      
                      

Notarial Seal

                    Notary Public,

City of Chicago, Cook County

My Commission Expires                    ,                    




[SEAL]



29









 








COMMONWEALTH OF PENNSYLVANIA




ss.




COUNTY OF PHILADELPHIA



     BE IT REMEMBERED, that on the    day of April, 2004, before me, the
subscriber, a Notary Public in and for said County and Commonwealth, residing
in Philadelphia, personally came James M. Matthews, who being duly sworn
according to law deposes and says that he was personally present and did see
the common or corporate seal of the above named Wachovia Bank, National
Association, affixed to the foregoing Supplemental Indenture, that the seal so
affixed is the common or corporate seal of the said Wachovia Bank, National
Association, and was so affixed by the authority of the said corporation as the
act and deed thereof, that the above named Terence C. McPoyle is a Vice
President of the said corporation, and did sign the said Supplemental Indenture
as such in the presence of this deponent; that this deponent is an Assistant
Secretary of the said corporation; and that the name of this deponent, above
signed in attestation of the due execution of the said Supplemental Indenture,
is in this deponent’s own proper handwriting.



     Sworn to and subscribed before me the day and year aforesaid.



     I hereby certify that I am not an officer of director of said Wachovia
Bank, National Association.


                      
                      
                      
                      


Notarial Seal

                   , Notary Public

City of Philadelphia, Philadelphia County

My Commission Expires                    ,                    




[SEAL]



30









 








CERTIFICATE OF RESIDENCE




     Wachovia Bank, National Association, Mortgagee and Trustee within named,
hereby certifies that its precise residence in the City of Philadelphia is N.E.
Cor. Broad and Walnut Streets in the City of Philadelphia, Pennsylvania.


	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By  	/s/  Terecen C. McPoyle
 	 
	 	 	Terence C. McPoyle 	 
	 	 	Vice President 	 
	 





31









 





SCHEDULE A




COMMONWEALTH OF PENNSYLVANIA




DELAWARE COUNTY




			
	CONCORD TOWNSHIP
	 	(PE-10582)






ALL that certain tract or parcel of land situate in the Township of Concord,
County of Delaware, Commonwealth of Pennsylvania and being more particularly
bounded and described as follows:



BEGINNING at an iron pin at the southwesternmost corner of the lands herein
described on the westerly right-of-way line of Stoney Bank Road, being a corner
common to the lands now and formerly owned by Michael L. and Lois R. Fiorelli
and the lands herein described; thence, with the lands of said Fiorelli;




     South 63o 38’ 59” West 308.47 feet to an iron pin on line of lands of said
Fiorelli on the easterly right-of-way line of a 100 foot gas line easement;
thence, with said easterly right-of-way line, through the lands of which this
is part;



     North 23o 09’ 15” West 756.24 feet to an iron pin; thence continuing
through the lands of which this is part;



     North 63o 59’ 18” East 95.22 feet to an iron pin on the westerly
right-or-way line of Great Oak Drive; thence, with said westerly right-of-way
line with a curve to the left having a radius of 175.00 feet, an arc length of
163.18 feet, the chord of which bears;



     South 89o 17’ 57” East 157.34 feet to an iron pin; thence, continuing with
said westerly right-of-way line;



     North 63o 59’ 18” East 10.00 feet to a point; thence, with a curve to the
right having a radius of 25.00 feet, an arc length of 39.27 feet, the chord of
which bears;



     South 71o 00’ 42” East 35.36 feet to a point on the westerly right-of-way
line of aforementioned Stoney Bank Road; thence, with said westerly
right-of-way line of Stoney Bank Road;



     South 26o 00’ 42” East 657.75 feet to an iron pin the point and place of
beginning. Containing 4.796 acres, more or less, as shown on a Plan of
Subdivision for Edgewood Memorial Park, dated July 28, 2003 as prepared by CPS
Surveys, Inc., Ebensburg, Pennsylvania.


CONTAINING 4.796 acres, more or less.



BEING part of Folio # 13-00-00007-00.




A-1









 




BEING the same premises which SCI Pennsylvania Funeral Services, Inc., a
Pennsylvania corporation, by Deed dated September 24, 2003 and recorded in the
Delaware County Recorder of Deeds Office on October 14, 2003, granted and
conveyed to PECO Energy Company, in fee.




A-2









 





	 	 	 	 	 
	Prepared by/Return to

	 	 	 	Counterpart    of 27
	

	 	Susan S. Foehl	 	 
	

	 	Assistant General Counsel	 	 
	

	 	PECO Energy Company	 	 
	

	 	2301 Market Street, S23-1	 	 
	

	 	Philadelphia, PA 19103	 	 
	

	 	(215)841-4261	 	 







PECO ENERGY COMPANY




TO




WACHOVIA BANK, NATIONAL ASSOCIATION, TRUSTEE

(formerly, First Union National Bank)






ONE HUNDRED AND FIRST SUPPLEMENTAL

INDENTURE DATED AS OF

APRIL 15, 2004




TO




FIRST AND REFUNDING MORTGAGE




OF




THE COUNTIES GAS AND ELECTRIC

COMPANY




TO




FIDELITY TRUST COMPANY, TRUSTEE

DATED MAY 1, 1923







5.90% SERIES DUE 2034