PECO ENERGY COMPANY




                                       AND




                      First Union National Bank, as Trustee




                               SECOND SUPPLEMENTAL
                                    INDENTURE






                            Dated as of June 1, 1997

                                       to

                                    INDENTURE

                            Dated as of July 1, 1994






                          Providing for the Issuance of



            8% Deferrable Interest Subordinated Debentures, Series C
<PAGE>
                               TABLE OF CONTENTS

                                                                            Page


                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE................. 2

SECTION 1.01   Definitions.................................................... 2

                                    ARTICLE 2
                             THE SERIES C DEBENTURES.......................... 2

SECTION 2.01   Form of the Series C Debentures; Denominations................. 2

                                    ARTICLE 3
                                   REDEMPTION................................. 3

SECTION 3.01   Redemption; Notice to Trustee.................................. 3
SECTION 3.02.  Compliance with Terms of Indenture............................. 3

                                    ARTICLE 4
                                EXTENSION PERIOD.............................. 4

SECTION 4.01   Limitation on Right of Company to Extend
               Interest Payment Period........................................ 4

                                    ARTICLE 5
                             CONCERNING THE TRUSTEE

SECTION 5.01.  Not Responsible for Recitals................................... 4
SECTION 5.02.  Qualification Under Trust Indenture Act
                 of 1939...................................................... 4

                                    ARTICLE 6
                                  MISCELLANEOUS

SECTION 6.01   Trust Indenture Act Controls................................... 4
SECTION 6.02   Severability Clause............................................ 5
SECTION 6.03   Governing Law.................................................. 5
SECTION 6.04   No Recourse Against Others..................................... 5
SECTION 6.05.  Use of Term "Trustee".......................................... 5
SECTION 6.06.  Confirmation of Original Indenture............................. 5
SECTION 6.07   Successors..................................................... 6
SECTION 6.08   Multiple Original Copies of this Indenture..................... 6
SECTION 6.09   Table of Contents; Headings, Etc............................... 6
SECTION 6.10   Benefits of the Indenture...................................... 6
SECTION 6.11.  Date of Indenture.............................................. 6



                                       (i)


<PAGE>

         SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 1997, by and between
PECO Energy Company, a Pennsylvania corporation (the "Company"), and First Union
National Bank, a national association,  as successor trustee (the "Trustee"), to
an  Indenture,  dated as of July 1,  1994  (the  "Original  Indenture"),  by and
between  the  Company  and  the  Trustee,  which  was  supplemented  by a  First
Supplemental Indenture (the "First Supplemental Indenture") dated as of December
1, 1995 (the Original Indenture, as supplemented, the "Indenture").

         WHEREAS, the Company has formed a wholly owned subsidiary,  PECO Energy
Capital  Corp.,  which is the general  partner of PECO Energy  Capital,  L.P., a
Delaware limited  partnership  ("PECO Energy Capital"),  to issue in series from
time to time its limited partner interests ("Preferred  Securities") and to loan
the proceeds thereof,  together with the investment by PECO Energy Capital Corp.
in PECO Energy Capital, to the Company and to effect other similar arrangements.

         WHEREAS, the Company has duly executed and delivered to the Trustee the
Original  Indenture to provide for the issue of one or more series of deferrable
interest  subordinated  debentures  (herein sometimes called the  "Debentures"),
issuable as in the Indenture  provided,  and  authorized  and issued the initial
series of Debentures which were designated therein as the 9% Deferrable Interest
Subordinated Debentures, Series A.

         WHEREAS, the Company has duly executed and delivered to the Trustee the
First Supplemental  Indenture  authorizing and providing for the issuance of the
second series of Debentures which were designated the 8.72% Deferrable  Interest
Subordinated Debentures, Series B.

         WHEREAS, the Company desires to authorize and to effect the issuance of
a third series of Debentures in an aggregate principal amount of $51,562,500 and
to designate such series 8% Deferrable Interest Subordinated Debentures,  Series
C (the "Series C Debentures") under this Second Supplemental Indenture.

         WHEREAS, all things necessary to make the Series C Debentures when duly
issued and executed by the Company and  authenticated  and delivered  hereunder,
the valid  obligations  of the  Company,  and to make this  Second  Supplemental
Indenture a valid and binding  agreement of the Company,  in accordance with its
terms, have been done.


         NOW THEREFORE:

         Each of the  Company and the  Trustee,  intending  to be legally  bound
hereby,  agrees as follows  for the benefit of the other party and for the equal
and ratable benefit of the Holders of the Series C Debentures:

<PAGE>

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01 Definitions.

         "Additional Interest",  with respect to the Series C Debentures,  means
amounts,  if any,  which PECO Energy  Capital would be required to pay as taxes,
duties,  assessments  or  governmental  charges of whatever  nature  (other than
withholding  taxes) imposed by the United States, or any other taxing authority,
with respect to the Series C Debentures.

         "Issue Date" means June 6, 1997.

         "Series C Debentures" means any of the Company's 8% Deferrable Interest
Subordinated  Debentures,   Series  C  issued  under  this  Second  Supplemental
Indenture.

         "Series C Debentureholder" or "Series C Holder" means a Person in whose
name a Series C Debenture is registered on the Registrar's books.

         "Series C Preferred  Securities" means the 8% Cumulative Monthly Income
Preferred  Securities,  Series C, representing limited partner interests of PECO
Energy Capital.

         Unless  otherwise  defined  herein,  all other  capitalized  terms used
herein have the meanings set forth in the Original Indenture.


                                    ARTICLE 2
                             THE SERIES C DEBENTURES


SECTION 2.01 Form of the Series C Debentures; Denominations.

         The Series C Debentures and the Trustee's certificate of authentication
shall be substantially  in the form of Exhibit A attached hereto.  The terms and
provisions  contained  in the  Series C  Debentures,  a form of which is annexed
hereto as Exhibit A, shall constitute,  and are hereby expressly made, a part of
this  Second  Supplemental  Indenture.  The Company  and the  Trustee,  by their
execution and delivery of this Second Supplemental Indenture, expressly agree to
such terms and provisions and to be bound thereby.

         The Trustee  shall  authenticate  and make  available  for delivery the
Series C Debentures  for original  issue in the  aggregate  principal  amount of
$51,562,500 to evidence the Company's  obligation  with respect to the loan from
PECO  Energy  

                                       2

<PAGE>

Capital,  upon receipt by the Trustee of a Board of Directors  resolution  and a
written order of the Company signed by two Officers of the Company,  but without
any further  action by the Company.  Such order shall  specify the amount of the
Series C Debentures to be authenticated and the date on which the original issue
of Series C  Debentures  is to be  authenticated  and  delivered to evidence the
Company's  obligation  with  respect to the loan from PECO Energy  Capital.  The
aggregate  principal  amount of Series C Debentures  outstanding at any time may
not  exceed  $51,546,392  except as  provided  in Section  2.09 of the  Original
Indenture.

         The Series C  Debentures  shall be  issuable  only in  registered  form
without coupons and only in  denominations  of $25.00 and any integral  multiple
thereof attached hereto as Exhibit A.


                                    ARTICLE 3
                                   REDEMPTION


SECTION 3.01 Redemption; Notice to Trustee.

         (a) The Series C Debentures are subject to redemption prior to maturity
as provided in the form thereof attached hereto as Exhibit A.

         (b)  If  any or all of  the  Series  C  Debentures  are to be  redeemed
pursuant to  paragraph  (a) above,  in  addition to the notices  required by the
Original  Indenture,  the Company shall give notice by first class mail, postage
prepaid,  to the Trustee at least 40 days prior to the date of such  redemption.
Any such notice of redemption shall state the date and price of redemption.

SECTION 3.02. Compliance with Terms of Indenture.

         In case the Company  shall desire to exercise  such right to redeem all
or any part of said  Series C  Debentures  as  hereinbefore  provided,  it shall
comply  with  all the  terms  and  provisions  of  Article  III of the  Original
Indenture  applicable  thereto,  and such  redemption  shall be made  under  and
subject to the terms and  provisions  of said  Article III and in the manner and
with the effect therein provided, but at the time or times and at the respective
redemption  rates and upon mailing of notice,  all as hereinbefore  set forth in
Section 3.01 of this Article.

                                       3

<PAGE>

                                    ARTICLE 4
                                EXTENSION PERIOD


SECTION 4.01 Limitation on Right of Company to Extend Interest Payment Period.

         The Company  agrees  that no extended  interest  payment  period  shall
extend  beyond  the  stated  maturity  date or  redemption  date of the Series C
Debentures.


                                    ARTICLE 5
                             CONCERNING THE TRUSTEE


         The Trustee hereby  reaffirms  acceptance of the trust herein  declared
and  provided and agrees to perform the same upon the terms and  conditions  set
forth in the Indenture,  as supplemented by the First Supplemental Indenture and
this Second Supplemental Indenture, and upon the following terms and conditions:

SECTION 5.01.  Not Responsible for Recitals.

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

SECTION 5.02. Qualification Under Trust Indenture Act of 1939.

         The Trustee hereby  acknowledges  that the Company  proposes to qualify
this Second  Supplemental  Indenture  under the Trust  Indenture Act of 1939, as
amended.


                                    ARTICLE 6
                                  MISCELLANEOUS


SECTION 6.01 Trust Indenture Act Controls.

         If  any  provision  of  this  Second  Supplemental   Indenture  limits,
qualifies or conflicts with the duties imposed by operation of subsection (c) of
Section 318 of the TIA, the imposed  duties shall  control.  The  provisions  of
Sections  310 to 317,  inclusive,  of the TIA that  impose  duties on any Person
(including  provisions  automatically deemed included in an indenture unless the
indenture  provides that such  provisions  are excluded) as a part of and govern
this  Second  Supplemental  Indenture,  except as, and to the  extent,  they are
expressly 

                                       4

<PAGE>

excluded from this Second Supplemental Indenture, as permitted by the TIA.

SECTION 6.02 Severability Clause.

         If any provision in this Second Supplemental Indenture or in the Series
C Debentures shall be invalid, illegal or unenforceable,  the validity, legality
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby.

SECTION 6.03 Governing Law.

         This Second Supplemental Indenture and the Series C Debentures shall be
governed by and construed in  accordance  with the laws of the  Commonwealth  of
Pennsylvania as applied to contracts made and performed  within the Commonwealth
of Pennsylvania, without regard to its principles of conflicts of laws.

SECTION 6.04 No Recourse Against Others.

         No director,  officer, employee or stockholder, as such, of the Company
shall have any liability for any  obligations  of the Company under the Series C
Debentures or this Second  Supplemental  Indenture or for any claim based on, in
respect of or by reason of such  obligations or their  creation.  By accepting a
Series C Debenture,  each Series C  Debentureholder  shall waive and release all
such liability.  The waiver and release shall be part of the  consideration  for
the issue of the Series C Debentures.

SECTION 6.05. Use of Term "Trustee".

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

SECTION 6.06. Confirmation of Original Indenture.

         As  supplemented  by the First  Supplemental  Indenture and this Second
Supplemental Indenture,  the Original Indenture, is in all respects ratified and
confirmed,  and this  Second  Supplemental  Indenture  shall be read,  taken and
construed as a part of the Indenture so that all of the rights, remedies, terms,
conditions,  covenants and agreements of the Indenture shall apply and remain in
full force and effect with respect to this Second Supplemental  Indenture and to
the Series C Debentures issued hereunder.

                                       5
<PAGE>

SECTION 6.07 Successors.

         All agreements of the Company in this Second Supplemental Indenture and
the Series C Debentures shall bind its successors and assigns. All agreements of
the Trustee in this Second Supplemental  Indenture shall bind its successors and
assigns.

SECTION 6.08 Multiple Original Copies of this Indenture.

         The parties  may sign any number of copies of this Second  Supplemental
Indenture.  Each  signed  copy shall be an  original,  but all of them  together
represent the same agreement.  Any signed copy shall be sufficient proof of this
Second Supplemental Indenture.

SECTION 6.09 Table of Contents; Headings, Etc.

         The Table of  Contents,  Cross-Reference  Table,  and  headings  of the
Articles and Sections of this Second  Supplemental  Indenture have been inserted
for convenience of reference  only, are not to be considered a part hereof,  and
shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 6.10 Benefits of the Indenture.

         Except as expressly  provided in Article 10 of the Original  Indenture,
nothing in this Second  Supplemental  Indenture  or in the Series C  Debentures,
express or implied,  shall give to any Person, other than the parties hereto and
their successors hereunder, the Series C Holders and the Special Representative,
any benefit or any legal or equitable  right,  remedy or claim under this Second
Supplemental Indenture.

SECTION 6.11. Date of Indenture.

         This Second Supplemental Indenture is dated as of June 1, 1997, but was
actually executed and delivered on June 6, 1997.

                                       6
<PAGE>

                                   SIGNATURES

         IN  WITNESS  WHEREOF,  the  undersigned,  being duly  authorized,  have
executed this Second Supplemental  Indenture on behalf of the respective parties
hereto as of the date first above written.


                               PECO ENERGY COMPANY


                               By:
                               Name:     J. Barry Mitchell
                               Title:    Vice President - Finance


                               FIRST UNION NATIONAL BANK,
                               as Trustee


                               By:
                               Name:
                               Title:


PECO Energy Capital, L.P.

By its General Partner,
PECO Energy Capital Corp.

By:
Name:  J. Barry Mitchell
Title:     President



                                       7



<PAGE>


                                    Exhibit A

                 8% Deferrable Interest Subordinated Debentures,
                                Series C due 2037

No. 1


PECO Energy Company,  a Pennsylvania  corporation  (the  "Company"),  which term
includes any successor corporation under the Indenture,  as defined herein), for
value  received,  hereby  promises  to pay  to  PECO  Energy  Capital,  L.P.  or
registered  assigns,  the  principal sum of Fifty One Million Five Hundred Sixty
Two Thousand  Five Hundred  Dollars  ($51,562,500)  on June 6, 2037,  and to pay
interest on said  principal sum from June 6, 1997 (the "Issue Date") or from the
most recent interest  payment date (each such date, an "Interest  Payment Date")
to which interest has been paid or duly provided for,  monthly in arrears on the
last day of each  calendar  month of each year  commencing  June 30, 1997 at the
rate of 8% per annum  plus  Additional  Interest,  if any,  until the  principal
hereof  shall have  become due and  payable,  and on any overdue  principal  and
premium, if any, and (to the extent that payment of such interest is enforceable
under  applicable  law) on any overdue  installment of interest at the same rate
per annum.  If at any time PECO Energy  Capital,  L.P.  ("PECO Energy  Capital")
would be required to pay any taxes, duties, or other governmental charges (other
than  withholding  taxes)  imposed by the  United  States,  or any other  taxing
authority,  then,  in any such case,  the  Company  also will pay as  Additional
Interest such amounts as shall be required so that the net amounts  received and
retained by PECO Energy  Capital after paying any such taxes,  duties,  or other
governmental charges will not be less than the amounts PECO Energy Capital would
have  received  had no such taxes,  duties,  assessments  or other  governmental
charges been imposed.

         The amount of interest  payable on any  Interest  Payment Date shall be
computed on the basis of a 360-day year of twelve  30-day  months.  In the event
that any date on which  interest is payable on the Series C Debentures  is not a
Business Day, then payment of interest  payable on such date will be made on the
next  succeeding  day which is a Business Day (and without any interest or other
payment in respect of any such delay),  except that,  if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding  Business  Day, in each case with the same force and effect as if made
on such date. The interest  installment so payable,  and punctually paid or duly
provided for, on any Interest  Payment Date will, as provided in the  Indenture,
be paid to the person in whose name this Debenture is registered at the close of
business on the regular record date for such interest  installment,  which shall
be the fifteenth day of the month of, or in the case of an Interest Payment Date
which is on the first  Business Day of a month,  the  

                                      A-1

<PAGE>

fifteenth day of the month next preceding,  such Interest Payment Date. Any such
interest  installment  not punctually  paid or duly provided for shall forthwith
cease to be payable to the  registered  holders on such regular record date, and
may be paid to the  person in whose name this  Debenture  is  registered  at the
close of  business  on a special  record date to be fixed by the Trustee for the
payment  of such  defaulted  interest,  notice  whereof  shall  be  given to the
registered  holders of this series of Debentures  not less than 10 days prior to
such special record date, as more fully provided in the Indenture. The principal
of (and premium,  if any) and the interest on this Debenture shall be payable at
the office or agency of the Company  maintained  for that purpose in Wilmington,
Delaware in any coin or currency  of the United  States of America  which at the
time of  payment  is legal  tender for  payment  of public  and  private  debts;
provided  however,  that  payment of  interest  may be made at the option of the
Company by check mailed to the registered holder at such address as shall appear
in the Debenture Register.  Notwithstanding the foregoing, so long as the holder
of this Debenture is PECO Energy  Capital,  the payment of the principal of (and
premium) and interest (including  Additional Interest, if any) on this Debenture
will be made at such  place and to such  account  as may be  designated  by PECO
Energy Capital.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the  Indenture,  subordinate  and  subject  in right of  payment to the prior
payment in full of all Senior Indebtedness, and this Debenture is issued subject
to the  provisions of the Indenture  with respect  thereto.  Each Holder of this
Debenture,  by  accepting  the  same,  (a)  agrees to and shall be bound by such
provisions,  (b)  authorizes  and directs the Trustee on its behalf to take such
action as may be necessary or  appropriate  to  acknowledge  or  effectuate  the
subordination so provided and (c) appoints the Trustee its  attorney-in-fact for
any and all such purposes.  Each Holder hereof, by its acceptance hereof, hereby
waives all notice of the acceptance of the  subordination  provisions  contained
herein and in the Indenture by each holder of Senior  Indebtedness,  whether now
outstanding or hereafter incurred,  and waives reliance by each such Holder upon
said provisions.

         This Debenture is one of a duly authorized  series of Debentures of the
Company (herein sometimes  referred to as the "Series C Debentures"),  specified
in the  Indenture,  limited in  aggregate  principal  amount as specified in the
Indenture,  issued under and pursuant to an Indenture  dated as of July 1, 1994,
as supplemented by a First Supplemental Indenture,  dated as of December 1, 1995
and a Second  Supplemental  Indenture dated as of June 1, 1997 (as supplemented,
the  "Indenture")  executed  and  delivered  between the Company and First Union
National Bank, as successor  trustee (the  "Trustee") to which reference is made
to the  Indenture  for a  description  of the  rights,  limitations  of  rights,
obligations,  duties and immunities  thereunder of the 

                                      A-2

<PAGE>

Trustee,  the  Company and the  holders of the  Debentures.  By the terms of the
Indenture,  Debentures are issuable in series which may vary as to amount,  date
of  maturity,  rate  of  interest  and in  other  respects  as in the  Indenture
provided.

         The Series C Debentures  are subject to mandatory  redemption  prior to
maturity at 100% of the principal  amount  thereof plus accrued  interest to the
redemption date as follows:

         (i)      in whole upon the dissolution of PECO Energy Capital; and

         (ii)     in  whole  or in  part  upon  a  redemption  of the  Series  C
                  Preferred  Securities,   but  if  in  part,  in  an  aggregate
                  principal  amount equal to the  aggregate  stated  liquidation
                  preference of the Series C Preferred Securities redeemed.

         At the option of the Company,  the Series C  Debentures  are subject to
redemption  prior to maturity (i) at any time on or after June 6, 2002, in whole
or in part, and (ii) if a Tax Event shall occur and be  continuing,  in whole or
in part,  and in each case at 100% of the principal  amount thereof plus accrued
interest to the redemption date. "Tax Event" shall mean that PECO Energy Capital
shall have received an opinion of counsel  (which may be regular  counsel to the
Company  or an  Affiliate,  but not an  employee  thereof)  experienced  in such
matters  to the  effect  that,  as a  result  of any  amendment  to,  or  change
(including any announced  prospective  change) in, the laws (or any  regulations
thereunder)  of  the  United  States  or any  political  subdivision  or  taxing
authority thereof or therein affecting taxation,  or as a result of any official
administrative  pronouncement or judicial decision interpreting or applying such
laws  or   regulations,   which   amendment  or  change  is  effective  or  such
interpretation  or  pronouncement  is announced on or after the date of original
issuance  of  the  Series  C  Preferred  Securities,   there  is  more  than  an
insubstantial  risk that (i) PECO  Energy  Capital is  subject to United  States
Federal  income tax with respect to interest  received on the Debentures or PECO
Energy  Capital will  otherwise  not be taxed as a  partnership,  (ii)  interest
payable by the Company to PECO Energy  Capital on the Series C  Debentures  will
not be deductible  for United States  Federal  income tax purposes or (iii) PECO
Energy  Capital  is subject  to more than a de  minimis  amount of other  taxes,
duties or other governmental charges.

         In the  event of  redemption  of this  Debenture  in part  only,  a new
Debenture or Debentures of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

                                      A-3
<PAGE>

         In case an Event of Default shall have occurred and be continuing,  the
principal of all of the  Debentures may be declared,  and upon such  declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture  contains  provisions  for  defeasance at any time of the
entire  indebtedness  of this  Debenture  upon  compliance  by the Company  with
certain conditions set forth therein.

         Subject  to certain  exceptions  in the  Indenture  which  require  the
consent of every  Holder,  (i) the  Indenture or the Series C Debentures  may be
amended  with the  written  consent of the  Holders of a majority  in  aggregate
principal  amount of the Series C Debentures at the time  outstanding,  and (ii)
certain defaults or noncompliance  with certain  provisions may be waived by the
written  consent of the holders of a majority in aggregate  principal  amount of
the Series C Debentures at the time outstanding.  Subject to certain  exceptions
in the Indenture,  without the consent of any  Debentureholder,  the Company and
the Trustee may amend the  Indenture or the  Debentures  to cure any  ambiguity,
defect  or  inconsistency,  to  bind  a  successor  to  the  obligations  of the
Indenture, to provide for uncertificated  Debentures in addition to certificated
Debentures,  to comply with any requirements of the Debentures or the Securities
and Exchange  Commission in connection with the  qualification  of the Indenture
under the TIA, or to make any change that does not  adversely  affect the rights
of any Debentureholder. Amendments bind all Holders and subsequent Holders.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and unconditional,  to pay the principal of and premium, if any, and
interest  on this  Debenture  at the time and  place  and at the rate and in the
money herein prescribed.

         So long as an Event of Default has not occurred and is continuing,  the
Company  shall  have  the  right  at any time  during  the term of the  Series C
Debentures,  from time to time to extend  the  interest  payment  period of such
Debentures  to up to 60  consecutive  months  (the  "Extended  Interest  Payment
Period"),  at the end of which period the Company  shall pay all  interest  then
accrued and unpaid (together with interest thereon at the rate specified for the
Series C Debentures to the extent that payment of such  interest is  enforceable
under  applicable  law);  provided that,  during such Extended  Interest Payment
Period the Company  shall not declare or pay any dividend on, redeem or purchase
any of its capital stock. Prior to the termination of any such Extended Interest
Payment Period,  the Company may further extend such Extended  Interest  Payment
Period,  provided  that such Period  together  with all such further  extensions
thereof shall not exceed 60 consecutive  months.  At the termination of any such

                                      A-4

<PAGE>

Extended  Interest Payment Period and upon the payment of all accrued and unpaid
interest  and any  additional  amounts  then due,  the  Company may select a new
Extended Interest Payment period.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture  Register  of the  Company,  upon  surrender  of  this  Debenture  for
registration of transfer at the office or agency of the Registrar accompanied by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Company or the Trustee  duly  executed by the  registered  holder  hereof or its
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized  denominations and for the same aggregate principal amount and series
will be issued to the designated  transferee or  transferees.  No service charge
will be made for any such transfer, but the Company may require payment of a sum
sufficient  to cover any tax or other  governmental  charge  payable in relation
thereto.

         Prior to presentment  for  registration  of transfer of this Debenture,
the Company,  the Trustee, any paying agent and any Debenture Registrar may deem
and treat the registered  holder hereof as the absolute owner hereof (whether or
not this Debenture shall be overdue and  notwithstanding any notice of ownership
or writing  hereon made by anyone other than the  Debenture  Registrar)  for the
purpose  of  receiving  payment of or on  account  of the  principal  hereof and
premium, if any, and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any payment  agent nor any  Debenture  Registrar
shall be affected by any notice to the contrary.

         No  recourse  shall be had for the payment of the  principal  of or the
interest on this  Debenture,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and  released.  Debentures  of this series so issued are issuable only in
registered  form  without  coupons  in  denominations  of $25 and  any  integral
multiple  thereof.   As  provided  in  the  Indenture  and  subject  to  certain
limitations therein set forth,  Debentures of this series are exchangeable for a
like  aggregate  principal  amount of  Debentures  of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

         All  capitalized  terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                                       A-5

<PAGE>

         This  Debenture  shall not be valid until an authorized  officer of the
Trustee manually signs the Trustee's Certificate of Authentication below.

         IN WITNESS WHEREOF,  the Company has caused this Debenture to be signed
manually or by facsimile by its duly authorized  officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.


                                       PECO ENERGY COMPANY
(Seal)
                                       By: __________________________
                                       Name:
                                       Title:

Attest:_______________________

Dated: June 6, 1997


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures referred
to in the within-mentioned Indenture.

FIRST UNION NATIONAL BANK, as Trustee

By: ___________________________________
    Name:
    Title:


                                       A-6