One Hundred Fifth Supplemental Indenture



 Exhibit 4.1 
  
  
  
 PECO ENERGY COMPANY 
 TO 
 U.S. BANK NATIONAL ASSOCIATION, TRUSTEE 
  
  
 ONE HUNDRED AND FIFTH
SUPPLEMENTAL 
 INDENTURE DATED AS OF 
 FEBRUARY 15, 2008 
 TO 
 FIRST AND REFUNDING MORTGAGE 
 OF 
 THE COUNTIES GAS AND ELECTRIC 
 COMPANY 
 TO 
 FIDELITY TRUST COMPANY, TRUSTEE 
 DATED MAY 1, 1923 
  
  
 POLLUTION CONTROL SERIES N

 (DELAWARE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY) 
  
  
  







 THIS SUPPLEMENTAL INDENTURE dated as of February 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 (formerly First Union National Bank)
	  	 Bonds of 5.95% Series Due 2011*

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


  

 8 









					
	 Supplemental Indenture and Date
	  	 Parties
	  	 Providing for:

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

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

			
	 One Hundred and Second
September 15, 2006
	  	 Company to Wachovia Bank, National Association (formerly First Union National Bank)
	  	 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 (formerly Wachovia Bank, National Association)
	  	 Bonds of 5.70% Series Due 2037*

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


  

	*	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
	3.50%	  	 Series due 2008
	  	 	450,000,000
	5.95%	  	 Series due 2011
	  	 	250,000,000
	4.75%	  	 Series due 2012
	  	 	225,000,000
	Pollution Control Series J due 2012	  	 	50,000,000
	Pollution Control Series K due 2012	  	 	50,000,000
	Pollution Control Series L due 2012	  	 	50,000,000
	Pollution Control Series M due 2012	  	 	4,200,000
	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
		  	 Total
	  	$	2,126,000,000
		  		  	 	 

 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; and 
 (b) to create a new series of bonds to be issued from time to time under, and secured by, the Mortgage, to be designated PECO Energy Company First and
Refunding Mortgage Bonds, Pollution Control Series N (Delaware County Industrial Development Authority), (hereinafter sometimes called the “bonds of the New Series” or the “bonds of the Pollution Control Series N”); 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) 
 PECO ENERGY COMPANY 
 REGISTERED NUMBER 
 FIRST AND REFUNDING MORTGAGE BOND, 
 POLLUTION CONTROL SERIES N 
 (DELAWARE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY) 
 PECO Energy Company, a Pennsylvania corporation (hereinafter called the Company), for value received, hereby promises to pay to The Bank of New York Trust Company, N.A. as trustee under the Trust Indenture dated as of March 1, 2008, of
Delaware County Industrial Development Authority, $150,000,000 Dollars on December 1, 2012, at the office of The Bank of New York Trust Company, N.A.,
                     Philadelphia, Pennsylvania
                    , or at the corporate trust office of any paying agent appointed by the Company, 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 any Interest Accrual Date (as
hereinafter defined) until the end of each corresponding Interest Accrual Period (as hereinafter defined) at the rate of 4 percent per annum in like coin or currency, on June 1 and December 1 in each year until the Company’s
obligation with respect to the payment of such principal shall have been discharged. Any interest which accrues during any Interest Accrual Period which has not been paid at the end of such Interest Accrual Period shall be paid on the next
succeeding interest payment date. 
 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. 
 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. 
  

 11 








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

 Dated: 
  

			
	PECO ENERGY COMPANY
		
	By	 	 
		 	President or Vice President


 (SEAL) 
  

			
		
	Attest	 	 
		 	Secretary or Assistant Secretary


  

 12 








 (Form of Reverse of Bond) 
 PECO ENERGY COMPANY 
 First and Refunding Mortgage Bond, 
 Pollution Control Series N, 
 (Delaware County
Industrial Development Authority) 
 (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, Pollution Control Series N (Delaware County Industrial Development Authority). 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 December 1, 2012, and are issuable only in
registered form without coupons in any denomination authorized by the Company. The bonds of this series are being issued solely to provide security for the Company’s Pollution Control Note (Delaware County Industrial Development Authority) 2008
Series A (the Company’s Note). Interest on the bonds of this series shall not accrue or be payable unless and until the Company defaults on its obligation to pay interest as it becomes due under the Company’s Note (an Interest Accrual
Date). Interest shall accrue from any such Interest Accrual Date until such default under the Company’s Note has been cured by the Company (an Interest Accrual Period) at the rate of 4 percent per annum. 
 The bonds of this series are redeemable as provided in the One Hundred and Fifth Supplemental Indenture dated as of February 15, 2008, between the
Company and the Trustee, creating the bonds of this series. 
 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. 
  

 13 








 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. 
 (End of Form of Reverse of Bond) 
  

 14 








 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 Fifth Supplemental Indenture dated as of February 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.: 
  

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 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. It is hereby stated that
the Company has not acquired title to nor become the owner of any new or additional real property since the execution, delivery and recording of the One Hundred and Fourth Supplemental Indenture also dated as of February 15, 2008. 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. 
  

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 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; 
  

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 IN TRUST NEVERTHELESS, for the equal and pro rata benefit and security of each and every person or
corporation who may be or become the holders of bonds secured by the Mortgage and indentures supplemental thereto, without preference, priority or distinction (except as provided in Section 1 of Article VIII of the Mortgage) as to lien or
otherwise of any bond of any series over or from any other bond, so that (except as aforesaid) each and every of the bonds issued or to be issued, of whatsoever series, shall have the same right, lien, privilege under the Mortgage and indentures
supplemental thereto and shall be equally secured thereby and hereby, with the same effect as if the bonds had all been made, issued and negotiated simultaneously on the date of the Mortgage. 
 AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH: 
 It is hereby covenanted that all bonds secured by the Mortgage and indentures supplemental thereto with the coupons appertaining thereto, are issued to and accepted by each and every holder thereof, and that the property aforesaid and all
other property subject to the lien of the Mortgage and indentures supplemental thereto is held by or hereby conveyed to the Trustee, under and subject to the trusts, conditions and limitations set forth in the Mortgage and indentures supplemental
thereto and upon and subject to the further trusts, conditions and limitations hereinafter set forth, as follows, to wit: 
 ARTICLE I

 AMENDMENTS OF MORTGAGE 
 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: 
 “Pollution
Control Series N (Delaware County Industrial Development Authority)” 
 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. The issue thereof shall be limited to $150,000,000 in principal amount. The bonds of the new Series shall be redeemable as provided
in Article IV of this Supplemental Indenture. 
 Section 2. Interest on bonds of the New Series shall not accrue or be payable unless and
until the Company defaults on its obligation to pay interest as it becomes due under the Company’s Series A Pollution Control Note (hereinafter an Interest Accrual Date). The bonds of the New Series shall accrue interest from any such Interest
Accrual Date at the rate provided in the form of bond hereinbefore recited until such default under the Company’s Series A Pollution 

  

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Control Note has been cured by the Company (hereinafter an Interest Accrual Period) and such bonds shall be dated the date of authentication. The bonds of
the New Series shall mature and bear interest as set forth above and in the form of bond of the bonds of the New Series; provided, however, that the Company shall receive certain credits against its obligations on the bonds of the New Series as set
forth in Article V hereof. Both principal and interest on the bonds of the New Series shall be payable at the office designated for such payments in the form of bond for the bonds of the New Series, 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. 
 Section 3. The Company may fix a date, not more than
fourteen calendar days prior to any interest payment date, as a record date for determining the registered holder of each bond of the New Series entitled to such interest payment, in which case only the registered holder of such bond on such record
date shall be entitled to receive such payment, notwithstanding any transfer of such bond upon the registration books subsequent to such record date. 
 Section 4. 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, a single bond of the New Series of an aggregate principal amount of
$150,000,000 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 Section 3(c) and Section 3(e) 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 redeemed in whole whenever the Trustee shall receive a written demand (hereinafter a Default Redemption Demand) from the Delaware County Series A Trustee for redemption stating the principal and of an accrued interest on the
Company’s Series A Pollution Control Note has been declared immediately due and payable in accordance with the provisions thereof. The Trustee shall, within five days after 

  

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receiving such Default Redemption Demand, mail a copy to the Company stamped or otherwise marked to show the date of receipt by the Trustee. The Company
shall fix a redemption date and shall mail to the Trustee notice of such selection within thirty days prior to the date so selected. Such redemption date may be any date not more than 180 days after receipt of the Default Redemption Demand by the
Trustee. If the Trustee does not receive notice of such selection by the Company within 150 days after the Default Redemption Demand was received by the Trustee, then the redemption shall be on the 180th day after such receipt. The Trustee shall mail notice of the redemption date (hereinafter a Default Redemption Notice) to the Delaware County Series A Trustee not more than ten nor
less than five days prior to the date fixed for redemption. The Trustee shall not mail any Default Redemption Notice (and no such redemption shall be made) if the Trustee receives a written cancellation of the Default Redemption Demand from the
Delaware County Series A Trustee prior to the mailing of the Default Redemption Notice. Notwithstanding the provisions of Section 1 of Article III of the Mortgage, the holders of the bonds of the New Series, by acceptance of such bonds, waive
thirty days’ notice of any redemption pursuant to Section 1 of Article III. Any such redemption shall be at a redemption price of 100% of the principal amount of the bonds to be redeemed together with accrued interest to the date fixed for
redemption. 
 Section 2. Each bond of the New Series called for redemption under Section 1 of this Article IV shall be due and payable
at the office of The Bank of New York Trust Company, N.A. at the applicable redemption price and on the specified redemption date, anything herein or in such bond to the contrary notwithstanding. 
 ARTICLE V. 
 CREDITS WITH RESPECT TO PRINCIPAL
OF AND 
 INTEREST ON BONDS OF THE NEW SERIES 
 Section 1. The Company shall be entitled to a credit against amounts payable in respect of the bonds of the New Series in an amount corresponding to (i) the payments by the Company of principal, prepayment
price or interest on the Series A Pollution Control Note, (ii) the principal amount of any Series A Authority Bond surrendered to the Delaware County Series A Trustee by the Company or the Delaware County Industrial Development Authority, or
purchased by the Delaware County Series A Trustee, for cancellation, (iii) the amount of money held by the Delaware County Series A Trustee and available and designated for the payment of principal or redemption price of, and/or interest on,
the Series A Authority Bonds, regardless of the source of payment to the Delaware County Series A Trustee of such monies and (iv) the extent to which interest paid on the bonds of the New Series exceeds the interest due on the Series A
Pollution Control Note. The Delaware County Series A Trustee shall make a notation on such bonds authorized hereby of any such credit. 
 Section 2. A certificate of the Company signed by the President or any Vice President, and by the Secretary or Assistant Secretary, and consented to by The Bank of New York Trust Company, N.A., stating that the Company is entitled to a
credit under Section 1 of Article V, or that the bonds of the New Series have been cancelled, and setting forth the basis therefor in reasonable detail, shall be conclusive evidence of such entitlement, and the Trustee shall accept such
certificate as such evidence without further investigation or verification of the matters stated therein. 
  

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 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. 
 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
February 15, 2008, but was actually executed and delivered on February 27, 2008. 
 [Remainder of this page intentionally left
blank] 
  

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 IN WITNESS WHEREOF, the parties of the first and second parts hereto have caused their corporate seals to
be hereunto affixed and the President or a Vice President of the party of the first part and the President or a Vice President of the party of the second part, under and by the authority vested in them, have hereto affixed their signatures and their
Secretaries or Assistant Secretaries have duly attested the execution hereof the 27th day of February, 2008. 
  

			
	PECO ENERGY COMPANY
		
	By	 	Phillip S. Barnett
		 	Phillip S. Barnett
		 	Chief Financial Officer and Senior Vice President
	
	[SEAL]
		
	Attest	 	Ronald L. Zack
		 	Ronald L. Zack
		 	Assistant Secretary
	
	 U.S. BANK NATIONAL ASSOCIATION,
 Trustee

		
	By	 	George J. Rayzis
		 	George J. Rayzis
		 	Vice President
		
	Attest	 	Ralph E. Jones
		 	Authorized Officer


  

 22 









					
	COMMONWEALTH OF PENNSYLVANIA	  	:	  	
		  	:	  	SS.
	COUNTY OF PHILADELPHIA	  	:	  	

 On this, the 26th day of February, 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. 
  

	
	
	Jennifer Brodheim
	Notary Public


 My Commission expires: 
 [NOTARIAL SEAL] 
  

 23 









					
	COMMONWEALTH OF PENNSYLVANIA	  	:	  	
		  	:	  	SS.
	COUNTY OF PHILADELPHIA	  	:	  	

 On this, the 21st 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. 
  

	
	
	Eileen Cassidy
	Notary Public


 My Commission expires: 
 [NOTARIAL SEAL] 
  

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 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
		 	George J. Rayzis
		 	Vice President


  

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 PECO ENERGY COMPANY 
 TO 
 U.S. BANK NATIONAL ASSOCIATION, TRUSTEE 
  
  
 ONE HUNDRED AND FIFTH SUPPLEMENTAL 
 INDENTURE DATED AS OF 
 FEBRUARY 15, 2008 
 TO 
 FIRST AND REFUNDING MORTGAGE 
 OF 

THE COUNTIES GAS AND ELECTRIC COMPANY 
 TO

 FIDELITY TRUST COMPANY, TRUSTEE 
 DATED MAY 1, 1923 
  
  
 POLLUTION CONTROL SERIES N 
 (DELAWARE COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY)