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                             AMENDMENT NO. 3 TO THE
               AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
                          OF PECO ENERGY CAPITAL, L.P.
                          ----------------------------



                  This Amendment No. 3 to the Amended and Restated Limited
Partnership Agreement of PECO Energy Capital, L.P., a Delaware limited
partnership (the "Partnership"), dated as of April 6, 1998 (this "Amendment"),
is made by and among PECO Energy Capital Corp., a Delaware corporation (the
"General Partner"), as general partner of the Partnership, and the Persons who
are limited partners of the Partnership.

                  WHEREAS, the General Partner and PECO Energy Company, a
Pennsylvania corporation, have heretofore formed a limited partnership pursuant
to the Delaware Act by filing a Certificate of Limited Partnership of the
Partnership with the Secretary of State of the State of Delaware on May 23,
1994, and by entering into a Limited Partnership Agreement of the Partnership
dated as of May 23, 1994 (the "Original Agreement");

                  WHEREAS, the Original Agreement was amended and restated in
its entirety by the Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of July 25, 1994, and was further amended by Amendment No.
1, dated as of October 20, 1995 and by Amendment No. 2, dated as of March 1,
1996 (as amended, the "Partnership Agreement");

                  WHEREAS, the parties hereto desire to amend the
Partnership Agreement as described herein; and

                  WHEREAS, this Amendment does not adversely affect the powers,
preferences or special rights of any series of Preferred Partner Interests.

                  NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree to amend the Partnership Agreement as follows:

                             ARTICLE I - AMENDMENTS
                             ----------------------

                  1.1 The first sentence of Section 13.02(a)(i) of the
Partnership Agreement is hereby amended and restated as follows:

                  The Preferred Partners shall be entitled to receive, when, as
                  and if declared by the General Partner out of funds held by
                  the Partnership to the extent that the Partnership has cash on
                  hand sufficient to permit such payments and funds legally
                  available therefor, cumulative cash distributions at a rate
                  per annum established by the General Partner, calculated on
                  the basis of a 360-day year consisting of twelve (12) months
                  of thirty (30) days each, and for any shorter period,
                  distributions will be computed on the basis of the actual
                  number of days elapsed in such period, and payable in United
                  States dollars, in arrears, with a payment frequency
                  determined by the General Partner at the time of issuance.
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                  1.2 The first sentence of Section 13.02(b)(ii) of the
Partnership Agreement is hereby amended by deleting the word "monthly" contained
therein.

                  1.3 The second sentence of the first paragraph of Section
13.02(d) of the Partnership Agreement is hereby amended and restated as follows:

                  If (i) the Partnership fails to pay distributions in full on
                  any series of Preferred Partner Interests for eighteen (18)
                  consecutive months; (ii) a default under the Indenture occurs
                  and is continuing; or (iii) PECO is in default on any of its
                  payment or other obligations under the Guarantee, then the
                  holders of the Preferred Partner Interests, acting as a single
                  class, will be entitled, by a vote of the majority of the
                  aggregate stated liquidation preference of outstanding
                  Preferred Partner Interests, to appoint and authorize a
                  special representative (the "Special Representative") to
                  enforce the Partnership's creditor rights under the
                  Subordinated Debentures and the Indenture against PECO and
                  enforce the obligations undertaken by PECO under the
                  Guarantee, including, after failure to pay distributions for
                  sixty (60) consecutive months, to declare and pay
                  distributions on such series of Preferred Partner Interests,
                  the General Partner agreeing to execute and deliver such
                  documents as may be necessary, appropriate or convenient for
                  the Special Representative to enforce such rights and
                  obligations.

                  1.4 The third paragraph of Section 13.02(d) of the Partnership
Agreement is hereby amended by (i) deleting the words "monthly distribution
periods" contained in the third (3rd) line therein and substituting therefor the
word "months", and (ii) deleting the word "monthly" contained in the seventh
(7th) line therein.


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                           ARTICLE II - MISCELLANEOUS
                           --------------------------

                  2.1 Capitalized Terms. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the
Partnership Agreement.

                  2.2 Full Force and Effect. Except to the extent modified
hereby, the Partnership Agreement shall remain in full force and effect.

                  2.3 Successors and Assigns. This Amendment shall be binding
upon, and shall enure to the benefit of, the parties hereto and their respective
successors and assigns.

                  2.4 Counterparts. This Amendment may be executed in
counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all such parties are not signatories to
the original or same counterpart.

                  2.5 Governing Law. This Amendment shall be interpreted in
accordance with the laws of the State of Delaware (without regard to conflict of
law principles) with all rights and remedies being governed by such laws.


                                 GENERAL PARTNER:

                                 PECO ENERGY CAPITAL CORP.

                                 By:/s/ J. Barry Mitchell
                                    -------------------------------------------
                                        Name: J. Barry Mitchell
                                        Title:  President


                                 PREFERRED PARTNERS:

                                 All Preferred Partners now
                                 and hereafter admitted as
                                 Limited Partners of the
                                 Partnership pursuant to the
                                 Powers of Attorney now or
                                 hereafter executed in favor
                                 of, and delivered to, the
                                 General Partner.


                                 By: PECO ENERGY CAPITAL CORP.

                                 By:/s/ J. Barry Mitchell
                                    -------------------------------------------
                                        Name: J. Barry Mitchell
                                        Title:  President


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