Supplemental Indenture



 Exhibit 4.1 
  
  
 PECO ENERGY COMPANY 
 TO 
 U.S. BANK NATIONAL ASSOCIATION, TRUSTEE

  
  
 ONE HUNDRED AND SIXTH SUPPLEMENTAL 
 INDENTURE
DATED AS OF 
 SEPTEMBER 15, 2008 
 TO 
 FIRST AND REFUNDING MORTGAGE 
 OF 
 THE COUNTIES GAS AND ELECTRIC 
 COMPANY 
 TO 
 FIDELITY TRUST COMPANY, TRUSTEE 
 DATED MAY 1, 1923 
  
  
 5.60% SERIES DUE 2013 
 (New Series) 
  
  







 THIS SUPPLEMENTAL INDENTURE dated as of September 15, 2008 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 U.S. BANK NATIONAL ASSOCIATION, 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: 
  

 1 









					
	 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*


  

 2 









					
	 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*


  

 3 









					
	 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*


  

 4 









					
	 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*


  

 5 









					
	 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-eight
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*


  

 6 









					
	 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*


  

 7 









					
	 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
	  	 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
	  	 Bonds of 5.95% Series
Due 2011*

			
	 Ninety-ninth
September 15, 2002
	  	 Company to Wachovia Bank,
 National Association
	  	 Bonds of 4.75% Series
Due 2012*

			
	 One Hundredth
April 15, 2003
	  	 Company to Wachovia Bank,
 National Association
	  	 Bonds of 3.50% Series
Due 2008*


  

 8 









					
	 Supplemental Indenture
and Date
	  	 Parties
	  	 Providing for:

	 One Hundred and First
April 15, 2004
	  	 Company to Wachovia Bank,
 National Association
	  	 Bonds of 5.90% Series
Due 2034*

			
	 One Hundred and Second
September 15, 2006
	  	 Company to Wachovia Bank,
 National Association
	  	 Bonds of 5.95% Series
Due 2036; amendment of certain provisions of Mortgage*

			
	 One Hundred and Third
March 15, 2007
	  	 Company to U.S. Bank National
 Association
	  	 Bonds of 5.70% Series
Due 2037*

			
	 One Hundred and Fourth
February 15, 2008
	  	 Company to U.S. Bank National
 Association
	  	 Bonds of 5.35% Series
Due 2018*

			
	 One Hundred and Fifth
February 15, 2008
	  	 Company to U.S. Bank National
 Association
	  	 Bonds of Pollution
Control Series N*


  

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


  

 9 








 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: 
  

						
	 	  	 Series
	  	PRINCIPAL
AMOUNT
	 5.95%
	  	 Series due 2011
	  	 	250,000,000
	 4.75%
	  	 Series due 2012
	  	 	225,000,000
	 5.90%
	  	 Series due 2034
	  	 	75,000,000
	 5.95%
	  	 Series due 2036
	  	 	300,000,000
	 5.70%
	  	 Series due 2037
	  	 	175,000,000
	 5.35%
	  	 Series due 2018
	  	 	500,000,000
	 Pollution Control Series N due 2012
	  	 	150,000,000
			
		  	 Total $
	  	$	1,675,000,000
		  		  	 	 

 WHEREAS, the Company deems it advisable and has determined, pursuant to Article XI
of the Mortgage, 
 (a)         to amend Article II of the Ninth Supplemental
Indenture to the Mortgage as heretofore amended; 
 (b)         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

 (c)         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, 5.60% Series due 2013, (hereinafter sometimes called the “bonds of the New Series” or the “bonds of the 5.60% Series due 2013”); 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: 
  

 10 








 (Form of Face of Bond) 
 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. 
 PECO ENERGY COMPANY 
 REGISTERED 
 NUMBER 
 FIRST AND REFUNDING MORTGAGE BOND, 
 5.60% SERIES DUE 2013, 
 DUE October 15,
2013 
 PECO Energy Company, a Pennsylvania corporation (hereinafter called the Company), for value received, hereby promises
to pay to Cede & Co. or registered assigns, 
 Dollars on October 15, 2013, 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 5.60 percent per annum in like
coin or currency, payable at either of the offices aforesaid on April 15 and October 15 of each year, beginning on April 15, 2009, 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. 
  

 11 








 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. 
 [Remainder of this page intentionally
left blank] 
  

 12 








 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, duly attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. 
 Dated: 
  

			
	 PECO ENERGY COMPANY

		
	 By
	 	 
		
		 	 President or Vice President

		
	 Attest
	 	 
		
		 	 Secretary or Assistant Secretary



  

 13 








 (Form of Reverse of Bond) 
 PECO ENERGY COMPANY 
 First and Refunding Mortgage Bond, 
 5.60% Series Due 2013, 
 Due October 15,
2013 
 (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, 5.60% Series due 2013. 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 U.S. 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 October 15, 2013, 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 45 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 Banc of America Securities LLC, Morgan Stanley & Co. Incorporated
and Scotia Capital (USA) Inc. and their respective successors, unless such entity 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 Sixth Supplemental Indenture dated as of September 15, 2008. 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,
 Trustee

		
	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 U.S. 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 








 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 the 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, 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. 
  

 18 








 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; 
 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 

  

 19 








 
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 

Section 1. 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:

 “5.60% Series due 2013” 
 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.
Subject to the provisions of the Mortgage, the bonds of the New Series shall be issuable without limitation as to the aggregate principal amount thereof. 
 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 first interest payment date on which interest is to be paid, in
which event such bonds shall be dated October 2, 2008. The bonds of the New Series shall mature on October 15, 2013. 
 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 April 15 and October 15 of each year,
beginning on April 15, 2009, until the Company’s 

  

 20 








 
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 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 

  

 21 








 
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. 
 (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. 
  

 22 








 (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 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. 
  

 23 








 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 of $300,000,000 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 45 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. 
  

 24 








 “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 Banc of America Securities LLC, Morgan
Stanley & Co. Incorporated and Scotia Capital (USA) Inc. and their respective successors, unless such entity 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. 
 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; 
  

 25 








 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. 
 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. 
  

 26 








 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 September 15, 2008, but was actually executed and delivered on September 25, 2008. 
 [Remainder of
this page intentionally left blank] 
  

 27 








 IN WITNESS WHEREOF, 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 ____th day
of September, 2008. 
  

			
	PECO ENERGY COMPANY
		
	By	 	 
		 	Phillip S. Barnett
		 	 Chief Financial Officer and
 Senior Vice President


		
	Attest	 	 
		 	Ronald L. Zack
		 	Assistant Secretary
	
	 U.S. BANK NATIONAL ASSOCIATION,
 Trustee

		
	By	 	 
		 	George J. Rayzis
		 	Vice President
		
	Attest	 	 
		 	Authorized Officer


  

 29 









			
	COMMONWEALTH OF PENNSYLVANIA	  	:
		  	: SS.
	COUNTY OF PHILADELPHIA	  	:

  
 On this, the
_____ day of _____________, 2008, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared Phillip S. Barnett who acknowledged himself to be the Chief Financial Officer and Senior Vice
President of PECO Energy Company, a Pennsylvania corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as such
officer. 
 In witness whereof, I hereunto set my hand and official seal. 
  

	
	
	  
	Notary Public


 My Commission expires: 
 [NOTARIAL SEAL] 
  

 29 









			
	COMMONWEALTH OF PENNSYLVANIA	  	:
		  	: SS.
	COUNTY OF PHILADELPHIA	  	:

  
 On this, the
_____ day of _____________, 2008, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared George J. Rayzis who acknowledged himself to be the Vice President of U.S. Bank National
Association, a national banking association, as Trustee, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the national banking association, as
Trustee, by himself as such officer. 
 In witness whereof, I hereunto set my hand and official seal.

  

	
	
	  
	Notary Public


 My Commission expires: 
 [NOTARIAL SEAL] 
  

 30 








 CERTIFICATE OF RESIDENCE 
 U.S. Bank National Association, Mortgagee and Trustee within named, hereby
certifies that its precise address in the City of Philadelphia is 50 South 16th Street, Philadelphia, Pennsylvania 19102. 
  
  

			
	 U.S. BANK NATIONAL ASSOCIATION,
 Trustee

		
	By	 	 
		 	        George J. Rayzis
		 	        Vice President


  

 31 









			
	Prepared by:	  	_________________________
		  	 Ronald Zack
 Assistant General Counsel
 PECO Energy Company
 2301 Market Street
 Philadelphia, PA 19103
 (215) 841-4419

		
	Return to	  	_________________________
		  	 Ronald Zack
 Assistant General Counsel
 PECO Energy Company
 2301 Market Street
 Philadelphia, PA 19103
 (215) 841-4419


 Counterpart ____ of 30 
 PECO ENERGY COMPANY 
 TO 
 U.S. BANK NATIONAL ASSOCIATION, TRUSTEE 
  
  
 ONE HUNDRED AND SIXTH
SUPPLEMENTAL 
 INDENTURE DATED AS OF 
 SEPTEMBER 15, 2008 
 TO 
 FIRST AND REFUNDING MORTGAGE 
 OF 
 THE COUNTIES GAS AND ELECTRIC 
 COMPANY 
 TO 
 FIDELITY TRUST COMPANY, TRUSTEE 
 DATED MAY 1, 1923 
  
  
 5.60% SERIES DUE 2013