Supplemental Indenture



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

  
  
 ONE HUNDRED AND FOURTH 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 
  
  
 5.35% SERIES DUE 2018 
 (New Series) 
  
  







 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*


  

	*	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
			
		 	Total	  	$	1,629,200,000
		 		  	 	 

 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, 5.35% Series due 2018, (hereinafter sometimes called the “bonds of the New
Series” or the “bonds of the 5.35% Series due 2018”); 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, 
 5.35% SERIES DUE 2018, 
 DUE March 1, 2018 
 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 March 1, 2018, 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 5.35 percent per annum in like coin or currency, payable at either of the offices
aforesaid on March 1 and September 1 of each year, commencing on September 1, 2008, 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 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

  

 13 








 (Form of Reverse of Bond) 
 PECO ENERGY COMPANY 
 First and Refunding Mortgage Bond, 
 5.35% Series Due 2018, 
 Due March 1, 2018

 (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, 5.35% Series due 2018. 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 March 1, 2018, 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 25 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 Goldman, Sachs & Co., Lehman Brothers Inc. and BNY Capital Markets, Inc. and their
respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer; and (2) any
other Primary Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date. 
 The
principal of this bond may be declared or may become due on the conditions, in the manner and with the effect provided in the Mortgage upon the happening of an event of default as in the Mortgage provided. 
  

 15 








 This bond is transferable by the registered holder hereof in person or by attorney, duly authorized in
writing, at the office of the Trustee in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office or agency of the Company in the Borough of Manhattan, The City of New York, in books of the Company to be kept for that
purpose, upon surrender and cancellation hereof, and upon any such transfer, a new registered bond or bonds, without coupons, of this series and for the same aggregate principal amount, will be issued to the transferee in exchange herefor, all
subject to the terms of the Mortgage but without payment of any charge other than a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident to the transfer. The Company, the Trustee, and any paying agent may
deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any paying agent shall be affected by any notice to the contrary. 
 No recourse shall be had for the payment of the principal of
or interest on this bond to any incorporator or any past, present or future stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or indirectly, by virtue of any statute or by enforcement of
any assessment or otherwise, and any and all liability of the said incorporators, stockholders, officers or directors of the Company or of any predecessor or successor corporation in respect to this bond is hereby expressly waived and released by
every holder hereof, except to the extent that such liability may not be waived or released under the provisions of the Securities Act of 1933 or of the rules and regulations of the Securities and Exchange Commission thereunder. 
 (End of Form of Reverse of Bond) 
  

 16 








 and 
 WHEREAS, on the face of each of the bonds of the New Series, there is to be endorsed a certificate of the Trustee in substantially the following form, to wit: 
 (Form of Trustee’s Certificate) 
 This bond is one of the bonds, of the series designated therein,
provided for in the within-mentioned Mortgage and in the One Hundred and Fourth 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.: 
  

 17 








 The real property set forth in Schedule A, attached hereto and hereby made a part hereof, with any
improvements thereon erected as may be owned by the Company but not specifically described in the Mortgage or in any indenture supplemental thereto heretofore executed, in the places set forth in Schedule A. 
 All of the real property with any improvements thereon erected as may be owned by the Company and described in the Mortgage or in any indenture
supplemental thereto as may heretofore have been executed, delivered and recorded, but excluding therefrom all real property heretofore released from the lien of the Mortgage. The purpose of restating such prior conveyances as security is to confirm
that the obligations of the Company as provided in this Supplemental Indenture are included within the lien and security of the Mortgage, and that public record be made of such purpose and fact by the recording of this Supplemental Indenture.

 Together with all gas works, electric works, plants, buildings, structures, improvements and machinery located upon such real estate or
any portion thereof, and all rights, privileges and easements of every kind and nature appurtenant thereto, and all and singular 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, 

  

 18 








 
choses in action, books of account, cash assets, franchises, ordinances, rights, powers, easements, water rights, riparian rights, licenses, privileges,
immunities, concessions and consents now or hereafter owned by the Company in connection with or appurtenant to its said business. 
 Also
all the right, title and interest of the Company in and to all contracts for the purchase, sale or supply of gas, and its by-products and residual products of electricity and electrical energy, now or hereafter entered into by the Company with the
right on the part of the Trustee, upon the happening of an event of default as defined in the Mortgage as supplemented by any supplemental indenture, to require a specific assignment of any and all such contracts, whenever it shall request the
Company to make the same. 
 Also all rents, tolls, earnings, profits, revenues, dividends and income arising or to arise from any property
now owned, leased, operated or controlled or hereafter acquired, leased, operated or controlled by the Company and subject to the lien of the Mortgage and indentures supplemental thereto. 
 Also all the estate, right, title and interest of the Company, as lessee, in and to any and all demised premises under any and all agreements of lease
now or at any time hereafter in force, insofar as the same may now or hereafter be assignable by the Company. 
 Also all other property,
real, personal and mixed not hereinbefore specified or referred to, of every kind and nature whatsoever, now owned, or which may hereafter be owned by the Company (except shares of stock, bonds or other securities not now or hereafter specifically
pledged under the Mortgage and indentures supplemental thereto or required to be pledged thereunder by the provisions of the Mortgage or any indenture supplemental thereto), together with all and singular the tenements, hereditaments and
appurtenances thereunto belonging or in any way appertaining and the reversions, remainder or remainders, rents, issues and profits thereof; and also all the estate, right, title, interest, property, claim and demand whatsoever as well in law as in
equity of the Company of, in and to the same and every part and parcel thereof. 
 It is the intention and it is hereby agreed that all
property and the earnings and income thereof acquired by the Company after the date hereof shall be as fully embraced within the provisions hereof and subject to the lien hereby created for securing the payment of all bonds, together with the
interest thereon, as if the property were now owned by the Company and were specifically described herein and conveyed hereby, provided nevertheless, that no shares of stock, bonds or other securities now or hereafter owned by the Company, shall be
subject to the lien of the Mortgage and indentures supplemental thereto unless now or hereafter specifically pledged or required to be pledged thereunder by the provisions of the Mortgage or any indenture supplemental thereto. 
 TO HAVE AND TO HOLD, all and singular the property, rights, privileges and franchises hereby conveyed, transferred or pledged or intended so to be,
including after-acquired property, together with all and singular the reversions, remainders, rents, revenues, income, issues and profits, privileges and appurtenances, now or hereafter belonging or in any way appertaining thereto, unto the Trustee
and its successors in the trust hereby created, and its and their assigns forever; 
  

 19 








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

 AMENDMENTS OF MORTGAGE 
 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: 
 “5.35% Series due 2018” 
 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


  

 20 








 
first interest payment date on which interest is to be paid, in which event such bonds shall be dated March 3, 2008. The bonds of the New Series shall
mature on March 1, 2018. 
 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 March 1 and September 1 of each year, commencing on September 1, 2008, until the Company’s obligation with respect to the payment of principal
thereof shall have been discharged. Both principal and interest on bonds of the New Series shall be payable at the office or agency of the Company in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office or agency of
the Company in the Borough of Manhattan, The City of New York, and shall be payable in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts.

 The bonds of the New Series shall be in any denomination authorized by the Company. 
 Any bond or bonds of the New Series shall be exchangeable for another bond or bonds of the New Series in a like aggregate principal amount. Any such
exchange may be made upon presentation at the office of the Trustee in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office or agency of the Company in the Borough of Manhattan, The City of New York, without any
charge other than a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident to the exchange. 
 Section 2. (a) Initially, the bonds of the New Series shall be issued pursuant to a book-entry system administered by The Depository Trust Company (or its successor, referred to herein as the “Depository”) as a global
security with no physical distribution of bond certificates to be made except as provided in this Section 2. Any provisions of the Mortgage or the bonds of the New Series requiring physical delivery of bonds shall, with respect to any bonds of
the New Series held under the book-entry system, be deemed to be satisfied by a notation on the bond registration books maintained by the Trustee that such bonds are subject to the book-entry system. 
 (b) So long as the book-entry system is being used, one or more bonds of the New Series in the aggregate principal amount of the bonds of the New Series
and registered in the name of the Depository’s nominee (the “Nominee”) will be issued and required to be deposited with the Depository and held in its custody. The book-entry system will be maintained by the Depository and its
participants and indirect participants and will evidence beneficial ownership of the bonds of the New Series, with transfers of ownership effected on the records of the Depository, the participants and the indirect participants pursuant to rules and
procedures established by the Depository, the participants and the indirect participants. The principal of and any premium on each bond of the New Series shall be payable to the Nominee or any other person appearing on the registration books as the
registered holder of such bond or its registered assigns or legal representative at the office of the office or agency of the Company in the City of Philadelphia, Pennsylvania or the Borough of Manhattan, The City of New York. So long as the
book-entry system is in effect, the Depository will be recognized as the holder of the bonds of the New Series for all purposes. Transfers of principal, interest and any premium payments or notices to participants and indirect participants will be
the responsibility of the Depository, and transfers of principal, interest and any premium payments or notices to beneficial owners will be 

  

 21 








 
the responsibility of participants and indirect participants. No other party will be responsible or liable for such transfers of payments or notices or for
maintaining, supervising or reviewing such records maintained by the Depository, the participants or the indirect participants. While the Nominee or the Depository, as the case may be, is the registered owner of the bonds of the New Series,
notwithstanding any other provisions set forth herein, payments of principal of, redemption premium, if any, and interest on the bonds of the New Series shall be made to the Nominee or the Depository, as the case may be, by wire transfer in
immediately available funds to the account of such holder. Without notice to or consent of the beneficial owners, the Trustee with the consent of the Company and the Depository may agree in writing to make payments of principal, redemption price and
interest in a manner different from that set forth herein. In such event, the Trustee shall make payment with respect to the bonds of the New Series in such manner as if set forth herein. 
 (c) The Company may at any time elect (i) to provide for the replacement of any Depository as the depository for the bonds of the New Series with
another qualified depository, or (ii) to discontinue the maintenance of the bonds of the New Series under book-entry system. In such event, the Trustee shall give 30 days prior notice of such election to the Depository (or such fewer number of
days acceptable to such Depository). 
 (d) Upon the discontinuance of the maintenance of the bonds of the New Series under a book-entry
system, the Company will cause the bonds to be issued directly to the beneficial owners of the bonds of the New Series, or their designees, as further described below. In such event, the Trustee shall make provisions to notify participants and
beneficial owners of the bonds of the New Series, by mailing an appropriate notice to the Depository, that bonds of the New Series will be directly issued to beneficial owners of the bonds as of a date set forth in such notice (or such fewer number
of days acceptable to such Depository). 
 (e) In the event that bonds of the New Series are to be issued to beneficial owners of the bonds,
or their designees, the Company shall promptly have bonds of the New Series prepared in certificated form registered in the names of the beneficial owners of such bonds shown on the records of the participants provided to the Trustee, as of the date
set forth in the notice above. Bonds issued to beneficial owners, or their designees shall be substantially in the form set forth in this Supplemental Indenture, but will not include the provision related to global securities. 
 (f) If the Depository is replaced as the depository for the bonds of the New Series with another qualified depository, the Company will issue a
replacement global security substantially in the form set forth in this Supplemental Indenture. 
 (g) The Company and the Trustee shall have
no liability for the failure of any Depository to perform its obligations to any participant, any indirect participant or any beneficial owner of any bonds of the New Series, and the Company and the Trustee shall not be liable for the failure of any
participant, indirect participant or other nominee of any beneficial owner or any bonds of the New Series to perform any obligation that such participant, indirect participant or other nominee may incur to any beneficial owner of the bonds of the
New Series. 
  

 22 








 (h) Notwithstanding any other provision of the Mortgage, on or prior to the date of issuance of the bonds
of the New Series the Trustee shall have executed and delivered to the initial Depository a Letter of Representations governing various matters relating to the Depository and its activities pertaining to the bonds of the New Series. The terms and
provisions of such Letter of Representations are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the said Letter of Representations and any provisions of the Mortgage,
then, for as long as the initial Depository shall serve as depository with respect to the bonds of the New Series, the terms of the Letter of Representations shall govern. 
 (i) The Company and the Trustee may rely conclusively upon (i) a certificate of the Depository as to the identity of a participant in the book-entry
system; (ii) a certificate of any participant as to the identity of any indirect participant and (iii) a certificate of any participant or any indirect participant as to the identity of, and the respective principal amount of bonds of the
New Series owned by, beneficial owners. 
 Section 3. So long as the bonds of the New Series are held by The Depository Trust Company,
such bonds of the New Series shall bear the following legend: 
 UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 Section 4. So long as any of
the bonds of the New Series remain outstanding, the Company shall keep at its office or agency in the Borough of Manhattan, The City of New York, as well as at the office of the Trustee in the City of Philadelphia, Pennsylvania, books for the
registry and transfer of outstanding bonds of the New Series, in accordance with the terms and provisions of the bonds of the New Series and the provisions of Section 8 of Article I of said Mortgage. 
 Section 5. So long as any bonds of the New Series remain outstanding, the Company shall maintain an office or agency in the City of Philadelphia,
Pennsylvania, and an office or agency in the Borough of Manhattan, The City of New York, for the payment upon proper demand of the principal of, the interest on, or the redemption price of the outstanding bonds of the New Series, and will from time
to time give notice to the Trustee of the location of such office or agency. In case the Company shall fail to maintain for such purpose an office or agency in the City of Philadelphia or shall fail to give such notice of the location thereof, then
notices, presentations and demands in respect of the bonds of the New Series may be given or made to or upon the Trustee at its office in the City of Philadelphia and the principal of, the 

  

 23 








 
interest on, and the redemption price of said bonds in such event be payable at said office of the Trustee. All bonds of the New Series when paid shall
forthwith be cancelled. 
 Section 6. The Company may fix a date, not more than fourteen calendar days prior to any interest payment
date, as a record date for determining the registered holder of each bond of the New Series entitled to such interest payment, in which case only the registered holder of such bond on such record date shall be entitled to receive such payment,
notwithstanding any transfer of such bond upon the registration books subsequent to such record date. 
 Section 7. The bonds of the New
Series shall be issued under and subject to all of the terms and provisions of the Mortgage, of the indentures supplemental thereto referred to in the recitals hereof and of this Supplemental Indenture which may be applicable to such bonds or
applicable to all bonds issued under the Mortgage and indentures supplemental thereto. 
 ARTICLE III. 
 ISSUE AND AUTHENTICATION OF 
 BONDS OF THE NEW
SERIES 
 In addition to any bonds of any series which may from time to time be executed by the Company and authenticated and delivered by
the Trustee upon compliance with the provisions of the Mortgage and/or of any indenture supplemental thereto, bonds of the New Series of an aggregate principal amount of $500,000,000 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 (e) 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 25 basis points, plus accrued interest to the redemption date. Unless the Company defaults
in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the bonds of this series or portions of the bonds of this series called for redemption. 
  

 24 








 “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.

 “Business Day” means any day that is not a day on which banking institutions in New York City are authorized or required by law
or regulation to close. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the bonds of this series that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the bonds of the New Series. 
 “Comparable Treasury Price” means, with respect to any redemption
date: 
  

	 	•	 	 the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer
Quotations; or 


  

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



 “Reference Treasury Dealer” means (1) each of Goldman, Sachs & Co., Lehman Brothers Inc. and BNY
Capital Markets, Inc. and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary
Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date. 
 Section 2. In case the Company shall desire to exercise such right to redeem and pay off all or any part of such bonds of the New Series as hereinbefore provided it shall comply with all the terms and provisions
of Article III of the Mortgage, as amended, applicable thereto, and such redemption shall be made under and subject to the terms and provisions of Article III and in the manner and with the effect therein provided, but at the time or times and upon
mailing of notice, all as hereinbefore set forth in Section 1 of this Article. No publication of notice of any redemption of any bonds of the New Series shall be required. 
  

 25 








 ARTICLE V. 
 CERTAIN EVENTS OF DEFAULT; REMEDIES 
 Section 1. So long as any bonds of the New Series remain
outstanding, in case one or more of the following events shall happen, such events shall, in addition to the events of default heretofore enumerated in paragraphs (a) throughout (d) of Section 2 of Article VIII of the Mortgage,
constitute an “event of default” under the Mortgage, as fully as if such events were enumerated therein: 
 (e)
default shall be made in the due and punctual payment of the principal (including the full amount of any applicable optional redemption price) of any bond or bonds of the New Series whether at the maturity of said bonds, or at a date fixed for
redemption of said bonds, or any of them, or by declaration as authorized by the Mortgage; 
 Section 2. So long as any bonds of the New
Series remain outstanding, Section 10 of Article VIII of the Mortgage, as heretofore amended, is hereby further amended by inserting in the first paragraph of such Section 10, immediately after the words “as herein provided,” at
the end of clause (2) thereof, the following: 
 “or (3) in case default shall be made in any payment of any interest on any
bond or bonds secured by this indenture or in the payment of the principal (including any applicable optional redemption price) of any bond or bonds secured by this indenture, where such default is not of the character referred to in clause
(1) or (2) of this Section 10 but constitutes an event of default within the meaning of Section 2 of this Article VIII.” 
 ARTICLE VI. 
 CONCERNING THE TRUSTEE 
 The Trustee hereby accepts the trust herein declared and provided and agrees to perform the same upon the terms and conditions set forth in the Mortgage, as amended and supplemented, and upon the following terms and
conditions: 
 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. 
 ARTICLE VII. 
 MISCELLANEOUS 
 Section 1. Unless otherwise clearly required by the context, the term “Trustee,” or any other equivalent term used in this Supplemental Indenture, shall be held and construed to mean the trustee under
the Mortgage for the time being whether the original or a successor trustee. 
  

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 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 25, 2008. 
 [Remainder of this page intentionally left blank] 
  

 27 








 IN WITNESS WHEREOF, the parties of the first and second parts hereto have caused their corporate seals to
be hereunto affixed and the President or a Vice President of the party of the first part and the President or a Vice President of the party of the second part, under and by the authority vested in them, have hereto affixed their signatures and their
Secretaries or Assistant Secretaries have duly attested the execution hereof the 25th 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

		 	Ralph E. Jones
		 	Authorized Officer


  

 28 









					
	COMMONWEALTH OF PENNSYLVANIA	 	:	  	
		 	:	  	SS.
	COUNTY OF PHILADELPHIA	 	:	  	

 On this, the 25th 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] 
  

 29 









					
	COMMONWEALTH OF PENNSYLVANIA	 	:	  	
		 	:	  	SS.
	COUNTY OF PHILADELPHIA	 	:	  	

 On this, the 21st day of February, 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


  

 31 








 PE 10,599 
 SCHEDULE A 
 All that certain lot or piece of ground situate in the Township of Worcester, County of
Montgomery and Commonwealth of Pennsylvania described according to a boundary survey prepared for S. Paone, Inc. by Robert E. Blue Consulting Engineers dated February 15, 1988 as follows, to wit: 
 Beginning at in the center line of Fisher Road (ultimate width 60.00 feet) and the center line of Wentz Church Road (ultimate width 60.00 feet); thence from said
beginning point and along the center line of Wentz Church Road North 37 degrees 20 minutes 00 seconds East 1474.27 feet to a point a corner of lands now or late of Philadelphia Electric Company; thence leaving the center line of Wentz Church Road
and along lands of Philadelphia Electric Company South 11 degrees 49 minutes 28 seconds West 1647.58 feet to a point in the center line of Fisher Road; thence along the center line of Fisher Road North 51 degrees 38 minutes 30 seconds West 324.64
feet to a point a corner of lands now or late of Robert Graves; thence leaving the center line of Fisher Road and along lands now or late of Robert Graves the Three following courses and distances viz: (1) North 37 degrees 42 minutes 30 seconds
East 315.00 feet to a point (2) North 51 degrees 38 minutes 30 seconds West 210.00 feet to a point and (3) South 37 degrees 42 minutes 30 seconds West 315.00 feet to a point in the center line of Fisher Road; thence along the center line
of Fisher Road North 51 degrees 38 minutes 30 seconds West 175.00 feet to a point in the center line of Wentz Church Road and first mentioned point and place of beginning. 
 Being Parcel Number 1 on said Plan. 
 Being Tax Parcel No. 67-00-03994-00-7. 
 BEING the same premises which Debra Morgan, Straw Party under Straw Party Agreement dated August 21, 2006, by Deed dated December 7, 2006, by Deed dated
December 7, 2006 and recorded in the Montgomery County Recorder of Deeds Office on June 22, 2007 in Deed Book 5651 Page 2633, granted and conveyed to PECO Energy Company, in fee. 
  

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 PE 10,600 
 SCHEDULE A 
 ALL THAT CERTAIN part and parcel of land situate, lying and being in the Township of Upper
Moreland, County of Montgomery, Commonwealth of Pennsylvania and being more particularly described according to a Map of Survey prepared by Vargo Associates Land Surveying & Planning dated October 22, 2007 as follows: 
 BEGINNING at a point for a corner in the curved division line between lots 39, 91 and 92, said point being distant 100 feet Southwardly and radially from the centerline
of lands nor or formerly Conrail (former Penn-Central Railroad Trenton Cut-off) right-of-way and being the Southwesterly corner of the parcel herein described; thence (1) North 14 degrees 28 minutes 12 seconds West, along the division line
between lots 91 and 92, a distance of 40.82 feet to a point for a corner in the division line between lots 11, 91 and 92; thence (2) Eastwardly, curving to the right, along the division line between parcels 11 and 91 and being parallel with the
aforementioned Conrail centerline, having a radius of 5,670.47 feet, an arc distance of 383.12 feet (chord bearing North 77 degrees 27 minutes 57 seconds East and chord distance of 383.05) to a point for a corner in the division line between lots
11, 91 and 93; thence (3) South 10 degrees 35 minutes 55 seconds East, along the division line between lots 91 and 93, a distance of 40.82 feet to a point for a corner on the curved division line between lots 51, 91 and 93; thence
(4) Westwardly, curving to the left, along the division line between lots 51, 39 and 91 and being parallel with the aforementioned Conrail centerline, having a radius of 5,629.65 feet an arc distance of 380.36 feet (chord bearing South 77
degrees 27 minutes 57 seconds West and chord distance of 380.29 feet) to the point or place of beginning. 
 CONTAINING with said bounds 15,583 sf (0.358
acres), more or less. 
 BEING known as 800 Fitzwatertown Road. 
 BEING Tax Parcel No. 59-00-07627-01-8. 
 BEING the same premises which Falbo Properties LLC by Deed dated December 7, 2007 and recorded
in the Montgomery County Recorder of Deeds Office on December 18, 2007 in Deed Book 5675 Page 1959, granted and conveyed to PECO Energy Company, in fee. 
  

 33 








  
  
  
  
  
  
  
  
  
  
 PECO ENERGY
COMPANY 
 TO 
 U.S. BANK NATIONAL
ASSOCIATION, TRUSTEE 
  
  
 ONE HUNDRED AND FOURTH 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 
  
  
 5.35% SERIES DUE 2018