Exelon Corp – ‘U5S/A’ for 12/31/00

On:  Tuesday, 4/30/02   ·   For:  12/31/00   ·   Accession #:  950159-2-269   ·   File #:  30-00338

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Amendment to Annual Report of a Holding Company   —   Form U5S
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Document/Exhibit                   Description                      Pages   Size 

 1: U5S/A       Amendment to Annual Report of a Holding Company       63    231K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM U5S
 Amendment No. 1

 ANNUAL REPORT

For the Year Ended December 31, 2000

 Filed pursuant to the Public Utility Holding Company Act of 1935 by

EXELON CORPORATION
10 South Dearborn Street
37th Floor
 Chicago, Illinois 60603

 PECO ENERGY POWER COMPANY
2301 Market Street
Philadelphia, Pennsylvania 19101

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 Glossary of Defined Terms

ComEd                       Commonwealth Edison Company                         

Commission                  Securities and Exchange Commission                  

Exelon Enterprises          Exelon Enterprises Company, LLC                     

Exelon                      Exelon Corporation                                  

Exelon Generation           Exelon Generation Company, LLC                      

Financing U-1               The Form U-1 Application/Declaration filed by Exelon
       Corporation in File No. 70-9693

Merger U-1                  The Form U-1 Application/Declaration filed by Exelon
       Corporation in File No. 70-9645

N/A                         Not applicable or not available                     

PECO                        PECO Energy Company                                 

PEPCO                       PECO Energy Power Company                           

SECO                        Susquehanna Electric Company                        

Unicom                      Unicom Corporation                                  

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Amendment No. 1 to the Form U5S amends and restates the Form U5S filed by Exelon
on May 1, 2001, in its entirety. The filing incorporates information previously 
filed and additional information that was unavailable at the time of the initial
filing.                                                                         

ITEM 1.   SYSTEM COMPANIES AND INVESTMENTS THEREIN.                             
The Corporate structure shown is as of April 18, 2001, reflecting corporate     
restructuring undertaken between January 1, 2001 and April 18, 2001. Owner's    
book value is as of December 31, 2000. This item has been updated to reflect the
effects of the restructuring.                                                   

                                                        [Enlarge/Download Table]

Name of Company                                         Number of Common  % Voting Power    Owner's Book  
                                                          Shares Owned                       Value ($000) 
----------------------------------------------------------------------------------------------------------
                                                                                                          
Exelon Corporation                                                                100%                    
  (Affordable Housing Investments)                                                                 92,082 
  Boston Financial Institutional Tax Credit Fund X                 -               11%                    
  Related Corporate Partners IV, L.P.                              -      less than 5%                    
  Boston Financial Institutional Tax Credit Fund XIX               -               14%                    
  Related Corporate Partners XII, L.P.                             -               36%                    
  Boston Financial Institutional Tax Credit Fund XIV               -               44%                    
  Boston Financial Institutional Tax Credit Fund XXI               -               27%                    
  Related Corporate Partners XIV, L.P.                             -               16%                    
  Summit Corporate Tax Credit Fund II                               -              33%                    
  USA Institutional Tax Credit Fund XXII                           -               30%                    
Exelon Energy Delivery Company, LLC                                               100%                    
  Commonwealth Edison Company                            128,033,227    less than 100%          5,691,907 
    Commonwealth Edison Company of Indiana, Inc.           1,108,084              100%             30,918 
    ComEd Financing I                                              -              100%             15,631 
    ComEd Financing II                                             -              100%             14,515 
    ComEd Funding, LLC                                             -              100%             86,536 
      ComEd Transitional Funding Trust                             -              100%                N/A 
    Commonwealth Research Corporation                            200              100%                200 
    Edison Development Company                                   741              100%             16,586 
    Edison Development Canada Inc.                             2,600              100%              5,499 
      Edison Finance Partnership                                   -              100%                N/A 
  PECO Energy Company                                    170,478,507              100%            172,918 
    PECO Energy Capital Corp.                                  1,000              100%             17,640 
      PECO Energy Capital, LP                                                       3%             13,968 
      PECO Energy Capital Trust II                                                100%                N/A 
      PECO Energy Capital Trust III                                               100%                N/A 
    PECO Energy Transition Trust                                                  100%            149,901 
    ExTel, LLC                                                                    100%           (229,504)
      PECO Finance                                                                 99% PECO;     (227,208)
                                                                                    1% Extel       (2,295)
        ATNP Finance Company                                                      100%          4,324,366 
        PEC Financial Services, LLC                                               100%             12,918 
    Adwin Realty Company                                       1,000              100%             22,628 
      Ambassador II Joint Venture                                                  50%                N/A 
      Bradford Associates                                                          50%                N/A 
      Franklin Town Towers Associates                                              50%                N/A 
      Henderson Ambassador Associates                                              50%                N/A 
      Riverwatch                                                                  100%                N/A 
      Route 724                                                                   100%                N/A 
      Signa                                                                       100%                N/A 
    East Coast Natural Gas Cooperative, LLP                                     41.12%                360 
Horizon Energy Company                                         1,000              100%                N/A 
Unicom Invesment Inc.                                            100              100%                    
    Scherer Holdings 1, LLC                                        -               100%            49,002 
    Scherer Holdings 2, LLC                                        -              100%             24,992 
    Scherer Holdings 3, LLC                                        -              100%             73,989 
    Spruce Holdings G.P. 2000, LLC                                 -              100%              1,841 
    Spruce Holdings L.P. 2000, LLC                                 -              100%            182,231 
      Spruce Equity Holdings, L.P.                                 -                1% Spr GP;    184,072 
                                                                                   99% Spr LP             
        Spruce Holdings Trust                                      -              100%            184,072 
    Wansley Holdings 1, LLC                                        -              100%             41,941 
    Wansley Holdings 2, LLC                                        -              100%             21,387 
  Unicom Resources Inc.                                          100              100%            (13,842)
Exelon Ventures Company, LLC                                                      100%                    
  Exelon Generation Company, LLC                                                  100%          4,551,000 
     PECO Energy Power Company                               984,000              100%             24,600 
      Susquehanna Power Company                            1,273,000              100%             47,047 
        The proprietors of the Susquehanna Canal                                  100%                N/A 
    Susquehanna Electric Company                               1,000              100%             10,000 
    AmerGen Energy Company, LLC                                                    50%                    
      AmerGen Venture, LLC                                                        100%                    
    Exelon (Fossil) Holdings, Inc.                                                100%                    
      Sithe Energies, Inc.                                                      49.90%                    
    Exelon Peaker Development General, LLC                                        100%                N/A 
    Exelon Peaker Development Limited, LLC                                        100%                N/A 
      ExTex LaPorte Limited Partnership                                             1% EP Gen         N/A 

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                                                                                   99% EP Lim         N/A 
    Concomber Ltd                                                                 100%              1,200 
  Exelon Enterprises Company, LLC                                100              100%            625,500 
    Exelon Energy Company                                        100              100%            (25,400)
      Exelon Energy Ohio, Inc.                                 1,000              100%             13,483 
      AllEnergy Gas & Electric Marketing Company, LLC            N/A              100%             19,253 
        Texas Ohio Gas, Inc.                                                      100%             (1,611)
    Exelon Services, Inc.                                        100              100%              9,477 
       Systems Engineering and Management Corporation, Inc       874              100%              7,134 
    Unicom Power Holdings, Inc.                                  100              100%            (20,244)
    Unicom Power Marketing, Inc.                                 100              100%                N/A 
    Unicom Healthcare Management, Inc.                         1,110              100%              1,829 
    UT Holdings, Inc.                                            100              100%           (144,401)
      Northwind Chicago, LLC                                     N/A              100%             (5,974)
      Unicom Thermal Development, Inc.                           100              100%             (4,708)
      Exelon Thermal Technologies, Inc.                          100              100%            (83,272)
      Exelon Thermal Technologies Boston, Inc.                   100              100%             (4,373)
        Northwind Boston, LLC                                    N/A               25%                (62)
      Exelon Thermal Technologies Houston, Inc.                  100              100%               (947)
        Northwind Houston, LLC                                   N/A               25%                128 
          Northwind Houston, LP                                  N/A               25%              8,860 
      Exelon Thermal Technologies North America, Inc.             10              100%             (2,228)
        Northwind Thermal Technologies Canada, Inc.               10              100%             (1,561)
          Unicom Thermal Technologies Canada, Inc.                10              100%               (187)
      UTT National Power, Inc.                                   100              100%               (751)
        Northwind Midway, LLC                                    N/A              100%                N/A 
      UTT Nevada, Inc.                                           100              100%                (50)
        Northwind Aladdin, LLC                                   N/A               75%             12,703 
        Northwind Las Vegas, LLC                                 N/A               50%               (499)
      UTT Phoenix, Inc.                                          100              100%                N/A 
        Northwind Arizona Development, LLC                       N/A               50%                N/A 
        Northwind Phoenix, LLC                                   N/A               50%                N/A 
Exelon Communications Holdings, LLC                                               100%            176,632 
      AT&T Wireless PCS of Philadelphia, LLC                                       49%                    
      PHT Holdings, LLC                                                           100%             39,976 
        PECO Hyperion Telecommunications                                           49%             38,776 
      Exelon Communications Company, LLC                                          100%             22,258 
    Energy Trading Company                                                        100%                257 
    Exelon Enterprises Management, Inc.                                           100%            105,519 
      UniGridEnergy, LLC                                                           50%                    
      CIC Global, LLC                                                              50%                    
      NEON Communications, Inc.                                                    10%                    
      VITTS Network Group, Inc.                                                    20%                    
      Exelon Capital Partners, Inc.                                               100%             83,007 
        Permits Now (fka Softcomp)                                                 16%                    
        OmniChoice.com, Inc.                                                       30%                    
        Enertech Capital Partners II                                               11%                    
        Everest Broadband Networks                                                 15%                    
    Exelon Infrastructure Services, Inc.                                less than 100%            515,266 
      Exelon Infrastructure Services of Pennsylvania, Inc.                        100%              6,938 
        EIS Engineering, Inc.                                                     100%                    
          P.A.C.E Field Services, LLC                                             100%              8,135 
          P.A.C.E Environmental, LLC                                              100%                    
      Chowns Communication, Inc.                                 N/A              100%             11,893 
      Fischbach and Moore Electric, Inc.                         N/A              100%                    
      MRM Technical Group, Inc.                                  N/A              100%            121,556 
        Aconite Corporation                                                       100%                    
        Gas Distribution Contractors, Inc.                                        100%                    
        Mid-Atlantic Pipeliners, Inc.                                             100%                    
        Mueller Distribution Contractors, Inc.                                    100%                    
        Mueller Energy Services, Inc.                                             100%                    
        Mueller Pipeliners, Inc.                                                  100%                    
        Mechanical Specialties Incorporated                                       100%                    
        Rand-Bright Corporation                                                   100%                    
      Syracuse Merit Electric, Inc.                              N/A              100%             15,297 
      NEWCOTRA, Inc.                                             N/A              100%                    
        Fischbach and Moore, Inc.                                                 100%              7,001 
          Fischbach and Moore Electrical Contractors, Inc.                        100%                    
          T.H. Green Electric Co., Inc.                                           100%                    
      Trinity industries, Inc.                                   N/A              100%             11,322 
      OSP Consultants, Inc.                                      N/A              100%             68,116 
        International Communications Services, Inc.                               100%                    
        OSP, Inc.                                                                 100%                    
        OSP Servicios, S.A. de C.V.                                               100%                    
        OSP Telecom, Inc.                                                         100%                    
        OSP Telcomm de Mexico, S.A. de C.V.                                       100%                    
        OSP Telcom de Columbia, LTDA                                              100%                    
        OSP Telecommunications, Ltd.                                              100%                    
        RJE Telecom, Inc.                                                         100%                    
        Utilities Locate & Mapping Services, Inc.                                 100%                    
        Universal Network Services, Inc.                                           49%                    
      Dashiell Holdings Corporation                              N/A              100%             68,215 
        Dashiell Corporation                                                      100%                    
          Dacon Corporation                                                       100%                    
      VSI Group, Inc.                                            N/A              100%             19,307 
        International Vital Solutions Group, Inc.                                 100%                    
      Michigan Trenching Services, Inc.                          N/A              100%             14,994 
      Lyons Equipments, Inc.                                     N/A              100%                    

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      M.J. Electric, Inc.                                                         100%            143,906 
      Electric Services, Inc.                                                     100%              7,443 
      EIS Investments, LLC                                                        100%                    
        WCB Services, LLC                                                          49%                    
    Adwin Equipment Company                                      N/A              100%              4,291 
    Kinetic Ventures Fund I, LLC                                                22.22%                    
    Kinetic Ventures Fund II, LLC                                               17.64%                    
Unicom Assurance Company Ltd. (Inactive)                         N/A              100%                N/A 

     N/A Not applicable or Not Available                                                                  

ITEM 2.   ACQUISITIONS OR SALES OF UTILITY ASSETS                               

NONE                                                                            

ITEM 3.   ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES     

None in addition to those reported in Exelon's Rule 24 certificates.            

ITEM 4.   ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES            

A.   PECO Energy Company - Debt Retirements                                     

1.   On November 14, 2000, PECO retired, with cash, upon maturity, its $38.5    
million principal amount variable rate note.                          

B.   Commonwealth Edison Company - Redemption of Securities                     

2.   In the fourth quarter of 2000, ComEd repurchased 19.9 million of its common
  shares from Unicom in exchange for an $850 million note receivable ComEd
held from Unicom Investment, Inc.                                     

C.   Exelon Enterprise's Acquisitions (previously filed confidentially on Form  
SE)                                                                   

ITEM 5.   INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES AS OF DECEMBER 31,  
2000.                                                       

                                                        [Enlarge/Download Table]

Investor               Investee                              Type               Quantity      Cost         Carrying Value 
--------------------------------------------------------------------------------------------------------------------------

                                                                                                                          
ComEd            Chicago Community Ventures, Inc.      Common Shares               500         $50,000          $50,000   

ComEd            Chicago Equity Fund                   Limited Partnership         N/A      $1,390,514       $1,390,514   

ComEd            Dearborn Park Corporation             Common Shares            10,000        $537,654         $537,654   

ComEd            I.L.P. Fund C/O Chicago Capital Fund  Venture Capital Small       N/A        $250,000         $250,000   
                                                       Business Fund                                                      

ComEd            Illinois Venture Fund (Unibanc Trust) Venture Capital Fund        N/A         $71,320          $71,320   

Exelon           Phoenix Foods, LLC                    Limited Liability                                                  
Enterprise                                             Company                     N/A                                    
Management, Inc                                                                                                           

Exelon           Pantellos Corporation                 Corporation                 N/A      $4,439,210       $4,439,210   
Capital                                                                                                                   
Partners, Inc.                                                                                                            

Exelon           Automated Power Exchange              Competitive Power     1,500,000      $3,000,000       $3,000,000   
Capital                                                Exchange Business                                                  
Partners, Inc.                                                                                                            

Exelon           UTECH Climate Challenge Fund, L.P.    Venture Capital             N/A      $4,582,713      $23,847,576   
Capital                                                Investment                                                         
Partners, Inc.                                                                                                            

Exelon           Exotrope                              Convertible Debentures      N/A        $500,000         $500,000   
Capital                                                                                                                   
Partners, Inc.                                                                                                            

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Exelon           Media Station, Inc.                   Preferred plus          214,286      $1,500,000       $1,500,000   
Capital                                                Warrants (Common)        48,702                                    
Partners, Inc.                                                                                                            

Energy           WorldWide Web NetworX Corporation     Common shares            73,450        $316,753           $9,181   
Trading                                                                                                                   
Company                                                                                                                   

Energy           Entrade                               Common Shares           200,000      $1,489,115         $162,500   
Trading                                                                                                                   
Company                                                                                                                   

N/A Not applicable                                                                                                        

ITEM 6.   OFFICERS AND DIRECTORS - PART 1.                                      

This item has been updated to reflect PEPCO officers and directors.             

The positions of officers and directors of system companies as of December 31,  
2000 were as follows:                                                           

                                                                [Download Table]

Exelon Corporation                                                     
------------------                                                     

                                                                       
Board of Directors                                                     

Edward A. Brennan                                                      
Carlos H. Cantu                                                        
Daniel L. Cooper                                                       
M. Walter D'Alessio                                                    
Bruce DeMars                                                           
G. Fred DiBona, Jr.                                                    
Sue Ling Gin                                                           
Richard H. Glanton                                                     
Rosemarie B. Greco                                                     
Edgar D. Jannotta                                                      
Corbin A. McNeill, Jr.                                                 
John M. Palms                                                          
John W. Rogers, Jr.                                                    
John W. Rowe                                                           
Ronald Rubin                                                           
Richard L. Thomas                                                      

Officers                                                               

McNeill, Jr., Corbin A.       Co-Chief Executive Officer and Chairman  
Rowe, John W.                 Co-Chief Executive Officer and President 
Kingsley Jr., Oliver D.       Executive Vice President                 
Egan, Michael J.              Executive Vice President                 
Strobel, Pamela B.            Executive Vice President                 
McLean, Ian P.                Senior Vice President                    
Mehrberg, Randall E.          Senior Vice President and General Counsel
Moler, Elizabeth A.           Senior Vice President, Government        
                              Affairs-Federal                          
Padron, Honorio J.            Senior Vice President                    
Snodgrass, S. Gary            Senior Vice President and Chief Human    
                              Resources Officer                        

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Lawrence, Kenneth G.          Senior Vice President                    
Clark, Frank M.               Senior Vice President, Communications and
                              Public Affairs                           
Gillis, Ruth Ann M.           Senior Vice President and Chief Financial
                              Officer                                  
Woods, David W.               Senior Vice President                    
Gibson, Jean                  Vice President and Corporate Controller  
Haviland, Paul E.             Vice President, Corporate Development    
McDonald, Robert K.           Vice President, Risk Management          
Mitchell, J. Barry            Vice President and Treasurer             
Combs, Katherine K.           Vice President and Corporate Secretary   
Cesareo, David J.             Vice President, Environmental Health and 
                              Safety                                   
Kirchoffner, Donald P.        Vice President, Communications           
Brown, Virginia A.            Vice President, Human Resources Planning 
                              and Development                          
DaSilva, Assir R.             Vice President, Diversity                
Diedrich, John F.             Vice President, Employee Health and      
                              Benefits                                 
Fonseca, Victor               Vice President, Compensation             
Samolis, John R.              Vice President, Labor and                
                              Employee Relations                       
Peters, Scott N.              Assistant Secretary                      
Cutler, Todd D.               Assistant Secretary                      
Shicora, George               Assistant Treasurer                      
Walls, Charles M.             Assistant Treasurer                      

                                                                [Download Table]

COMED                                                                             
-----                                                                             

Officers                                                                          

                                                                                  
McNeill, Jr, Corbin A   Co-Chief Executive Officer;                               
Rowe, John W            Co-Chief Executive Officer and President ; Chairman       
Kingsley Jr, Oliver D   EVP,  Nuclear and Chief Nuclear Officer                   
Strobel, Pamela B       EVP, Energy Delivery,                                     
Clark, Frank M          Sr VP,  Distribution Cust/Mrktg Services & Ext Affairs    
Crane, Christopher M    Sr VP, Nuclear Regional Operating Group 1                 
Gillis, Ruth Ann M      Sr VP, Finance and Chief Financial Officer                
Helwig, David R         Sr VP, Nuclear Services                                   
McLean, Ian P           Sr VP, Power Team                                         
Padron, Honorio J       Sr VP, Business Services                                  

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Snodgrass, S Gary       Sr VP, Human Resources                                    
Woods, David W          Sr VP, Communications & Public Affairs                    
Skolds, John L          Chief Operating Officer, Nuclear                          
Benjamin, Jeffrey A     VP, Nuclear Licensing and Regulatory                      
Bohlke, William H       VP, Nuclear Engineering                                   
Bonney, Paul R          VP, Business Services General Counsel                     
Cesareo, David J        VP, Environmental Health and Safety                       
Cornew, Kenneth W       VP, Power Team Long-term Transactions                     
Costello, John T        VP, Distribution Customer Service Operations              
Cullen, Jr, Edward J    VP, Generation General Counsel                            
DeCampli, David G       VP, Energy Delivery Engineering & Technical Analysis      
Donleavy, John J        VP, Distribution Regional Distributions, Operations       
Dwyer, Robert E,. Jr.   VP, Distribution Media Relations, Communications,         
                        & Reporting,                                              
Erdlen, Michael         VP, Power Team Information Technology                     
Flavin, Joseph          VP, Business Services Supply                              
Freeman, Jan H          VP, Generation Public Affairs,                            
Gibson, Jean            VP and Corporate Controller                               
Gordon, Jennifer        VP, Business Services Communications                      
Guerra, James D         VP, Nuclear Business Operations                           
Heffley, J Michael      VP, Nuclear Oversight                                     
Ho, Alan                VP, Business Services Information Technology              
Hooker, John T          VP, Distribution Services, Community Relations &          
                        Admin Services                                            
Ivey, Susan O           VP, Power Team Short-term Transactions                    
Jiruska, Frank J        VP, Distribution Energy Services, Marketing & Sales       
Jennings, Theodore E    VP, Nuclear Outage & Project Management                   
Juracek, Arlene A       VP, Distribution Rates & Access Implementation, Reg.      
                        Strategies, Governmental & Reg. Affairs                   
Krisch, Joseph R        VP, Distribution HR Training & Safety                     
Landy, Richard J        VP, Nuclear HR & Administration                           
Lasky, Joseph A         VP, Distribution Information Technology                   
Lauer, Rebecca J        VP, Distribution General Counsel                          
Lizanich, Nicholas J    VP, Distribution Planning and Engineering                 
Malone, James P         VP, Nuclear Fuels                                         
McDermott, Cornelius J  VP, Generation Communications                             
Metzner, Michael        VP, Power Team Finance/Analytics/Risk                     
Moscovitch, Ruth M      VP, Energy Delivery and Distribution Strategic Initiatives
Segneri, Jr, Carl L     VP, Distribution Regional Distributions, Operations       

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Settelen, John L        VP & Generation Controller                                
Spencer, Steven         VP, Business Services Finance                             
Stanley, Harold Gene    VP, Nuclear MW ROG Support                                
Talbot, Ronald E        VP, Distribution Regional Distributions, Operations       
Terrell, Napoleon       VP, Business Services Human Resources                     
Tyne, Ray               VP, Business Services Operations                          
Williams, James B       VP, Distribution Project & Contract Management            
Dimmette, Joel P        Site VP - Quad Cities                                     
Levis, William          Site VP - Byron                                           
Pardee, Charles G       Site VP - LaSalle                                         
Swafford, Preston D     Site VP - Dresden                                         
Tulon, Timothy          Site VP - Braidwood                                       
Mitchell, J Barry       VP and Treasurer                                          
Shicora, George R       Assistant Treasurer                                       
Walls, Charles S        Assistant Treasurer                                       
Combs, Katherine K      Secretary                                                 
Cutler, Todd D          Assistant Secretary                                       
Peters, Scott N         Assistant Secretary                                       

                                                                [Download Table]

PECO                                                                       
----                                                                       

Officers                                                                   
                                                                           
McNeill, Jr, Corbin A   Co-Chief Executive Officer and President; Chairman 
Rowe, John W            Co-Chief Executive Officer                         
Kingsley Jr, Oliver D   EVP, Nuclear and Chief Nuclear Officer             
Egan, Michael J         EVP, Enterprises                                   
Strobel, Pamela B       EVP, Energy Delivery                               
Cotton, John B          Sr VP, Nuclear Technical Support                   
Crane, Christopher M    Sr VP, Nuclear Regional Operating Group 1          
Cucchi, Gregory A       Sr VP, Enterprises                                 
Gillis, Ruth Ann M      Sr VP, Finance and Chief Financial Officer         
Hagan, Joseph J         Sr VP, Nuclear Regional Operating Group 2          
Jacobs, Christine A     Sr VP, Exelon Power                                
Lawrence, Kenneth G     Sr VP, Distribution                                
McElwain, John P        Sr VP, Nuclear Regional Operating Group 3          
McLean, Ian P           Sr VP, Power Team                                  
Padron, Honorio J       Sr VP, Business Services                           
Rainey, Gerald R        Sr VP, Generation                                  

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Rhodes, Gerald N        Sr VP, Exelon Energy                               
Smith, III, William H   Sr VP, Business Services                           
Snodgrass, S Gary       Sr VP, Human Resources                             
Woods, David W          Sr VP, Communications & Public Affairs             
Skolds, John L          Chief Operating Officer,  Nuclear                  
Adams, Craig L          VP, Distribution Contractor & Supply Management    
Benjamin, Jeffrey A     VP, Nuclear Licensing and Regulatory               
Bohlke, William H       VP, Nuclear Engineering                            
Bonney, Paul R          VP, Business Services General Counsel              
Cavanaugh, Ellen M      VP, Distribution Electric Supply & Transmission    
Cesareo, David J        VP, Environmental Health and Safety                
Coyle, Michael T        VP, Clinton Power Station                          
Cornew, Kenneth W       VP, Power Team Long-term Transactions              
Cullen, Jr, Edward J    VP, Generation General Counsel                     
DeCampli, David G       VP, Energy Delivery Engineering &Technical Analysis
Doering, Jr., John      VP, Peach Bottom Atomic Power Station              
Dudkin, Gregory N       VP, Distribution Customer & Marketing Services     
Erdlen, Michael         VP, Power Team Information Technology              
Flavin, Joseph          VP, Business Services Supply                       
Freeman, Jan H          VP, Generation Public Affairs                      
Gibson, Jean            VP and Corporate Controller                        
Gordon, Jennifer        VP, Business Services Communications               
Haviland, Paul E        VP, Corporate Development                          
Hill, Jr, Thomas P      VP, Distribution Finance                           
Ho, Alan                VP, Business Services Information Technology       
Horting, Reed R         VP, Distribution Gas Supply & Transportation       
Ivey, Susan O           VP, Power Team Short-term Transactions             
Jennings, Theodore E    VP, Nuclear Outage & Project Management            
Johnston, J Lindsay     VP, Distribution Human Resources                   
Kray, Marilyn C         VP, Nuclear Acquisition Support and Integration    
                        Officer                                            
Langenbach, James W     VP, Nuclear Station Support                        
Landy, Richard J        VP, Nuclear HR & Administration                    
Lauer, Rebecca J        VP, Energy Delivery General Counsel                
Lewis, Charles P        VP, Generation Strategy & Development              
Malone, James P         VP, Nuclear Fuels                                  
Matthews, Cassandra A   VP, Information Technology and Chief Information   
                        Officer                                            

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McDermott, Cornelius J  VP, Generation Communications                      
Metzner, Michael        VP, Power Team Fiance/Analytics/Risk               
Moscovitch, Ruth M      VP, Energy Delivery Strategic Initiatives          
Muntz, James A          VP, Generation Special Projects                    
Murphy, Dennis E        VP, Enterprises Marketing and Business Development 
Newman, Glenn           VP, Enterprises General Counsel                    
O'Brien, Denis          VP, Distribution Operations                        
Settelen, John L        VP & Generation Controller                         
Spencer, Steven         VP, Business Services Finance                      
Stanley, Harold Gene    VP, Nuclear MW ROG Support                         
Terrell, Napoleon       VP, Business Services Human Resources              
Tyne, Ray               VP, Business Services Operations                   
Walters, Kathleen M     VP, Distribution Information Technology/CIO        
White, Richard G        VP, Corporate Planning                             
Coyle, Michael          Site VP - Clinton Nuclear Power Station            
Doering Jr., John       Site VP - Peach Bottom Atomic Power Station        
Fetters, Drew B         Site VP - Vermont Yankee Nuclear Power Station     
von Suskil, James D     Site VP - Limerick Generating Station              
Warner, Mark E          Site VP - TMI                                      
Mitchell, J Barry       VP and Treasurer                                   
Shicora, George R       Assistant Treasurer                                
Walls, Charles S        Assistant Treasurer                                
Combs, Katherine K      Secretary                                          
Cutler, Todd D          Assistant Secretary                                
Peters, Scott N         Assistant Secretary                                

                                                                [Download Table]

Exelon Generation                                                            
-----------------                                                            

Officers                                                                     

                                                                             
McNeill, Jr, Corbin A         Chief Executive Officer and President Exelon   
                              Generation                                     
Kingsley, Jr, Oliver D        President and Chief Nuclear Officer, Exelon    
                              Nuclear                                        
McLean, Ian P                 President, Exelon Power Team                   
Skolds, John L                Chief Operating Officer, Exelon Nuclear        
Bohlke, William H             Sr VP, Nuclear Services, Exelon Nuclear        
Cotton, John B Sr             VP, Technical Support, Exelon Nuclear          
Crane, Christopher M Sr       VP, MidWest Regional Operating Group, Exelon   
                              Nuclear                                        

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Hagan, Joseph J               Sr VP, MidAtlantic Regional Operating Group,   
                              Exelon Nuclear                                 
Jacobs, Christine A           Sr VP, Exelon Generation; President, Exelon    
                              Power                                          
McElwain, John P              Sr VP, Exelon Nuclear                          
Woods, David W                Sr VP, Communications & Public Affairs, Exelon 
                              Generation                                     
Benjamin, Jeffrey A           VP, Licensing and Regulatory, Exelon Nuclear   
Cornew, Kenneth W             VP, Long-term Transactions, Exelon Power Team  
Cullen, Jr, Edward J          VP, General Counsel and Secretary              
Erdlen, Michael               VP, Information Technology, Exelon Power Team  
Freeman, Jan H                VP, Public Affairs, Exelon Generation          
Guerra, James D               VP, Business Operations, Exelon Nuclear        
Heffley, J Michael            VP, Nuclear Oversight, Exelon Nuclear          
Ivey, Susan O                 VP, Short-term Transactions, Exelon Power Team 
Jennings, Theodore E          VP, Outage & Project Management, Exelon Nuclear
Kray, Marilyn C               VP, Acquisition Support and Integration, Exelon
                              Nuclear                                        
Landy, Richard J              VP, Human Resources & Administration, Exelon   
                              Nuclear                                        
Langenbach, James W           VP, Nuclear Station Support, Exelon Nuclear    
Lewis, Charles P              VP, Strategy & Development, Exelon Generation  
Malone, James P               VP, Nuclear Fuels, Exelon Nuclear              
McDermott, Cornelius J        VP, Communications, Exelon Generation          
Meister, James R              VP, Nuclear Engineering, Exelon Nuclear        
Metzner, Michael              VP, Finance/Analytics/Risk, Exelon Power Team  
Muntz, James A                VP, Special Projects, Exelon Generation        
Settelen, John L              VP & Controller, Exelon Generation             
Stanley, Harold Gene          VP, MidWest ROG Support, Exelon Nuclear        
Heffley, J Michael Site       VP - Clinton Nuclear Power Station             
Dimmette, Joel P              Site VP - Quad Cities Nuclear Power Station    
DeGregorio, Ronald J          Site VP - Oyster Creek                         
Doering, Jr, John             Site VP - Peach Bottom Atomic Power Station    
Fetters, Drew B               Site VP - Vermont Yankee Nuclear Power Station 
Levis, William                Site VP - Byron Station                        
Pardee, Charles G             Site VP - LaSalle County Station               
Swafford, Preston D           Site VP - Dresden Nuclear Power Station        
Tulon, Timothy                Site VP - Braidwood Station                    
von Suskil, James D           Site VP - Limerick Generating Station          

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Warner, Mark E                Site VP - TMI                                  
Berdelle, Robert E            VP, Generation                                 
McDonald, Robert K            VP, Generation                                 
Spencer, Steven L             VP, Business Services, Financial Services      
Mitchell, J Barry             VP and Treasurer                               
Shicora, George R             Assistant Treasurer                            
Walls, Charles S              Assistant Treasurer                            
Cutler, Todd D                Assistant Secretary                            
Peters, Scott N               Assistant Secretary                            

                                                                [Download Table]

Exelon Enterprises                                                            
------------------                                                            
                                                                              
Officers                                                                      

Rowe, John W          Chair                                                   
Egan, Michael J       President & Chief Executive Officer                     
Beard, Kenneth H      VP, Exelon Enterprises & President, Energy              
                      Services                                                
Abromitis, James J    VP, Exelon Thermal Technologies                         
Cucchi, Gregory A     VP Exelon Enterprises & President, Exelon Infrastructure
                      Services & Telecommunications                           
Gilpin, Robert A      VP, Residential Energy                                  
Hoekstra, Louis A     VP, Energy Solutions                                    
Kampling, Patricia L  SVP & Chief Financial Officer                           
Murphy, Dennis E      VP, Marketing & Business Development                    
Newman, Glenn D       VP, General Counsel and Secretary                       
Rhodes, Gerald N      VP, Exelon Enterprises and President,                   
                      Exelon Energy                                           
Rollo, Richard        VP, Strategic Planning                                  
Rowe, E Kathleen      VP, Information Technology, Business                    
                      Services & Supply                                       
Shinn, Robert A       VP, Exelon Capital Partners                             
Berdelle, Robert E    VP, Enterprises                                         
McDonald, Robert K    VP, Enterprises                                         
Spencer, Steven L     VP, Business Services, Financial Services               
Mitchell, J Barry     VP and Treasurer                                        
Shicora, George R     Assistant Treasurer                                     
Walls, Charles S      Assistant Treasurer                                     
Cutler, Todd D        Assistant Secretary                                     
Peters, Scott N       Assistant Secretary                                     

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                                                                [Download Table]

PEPCO                                               
-----                                               
                                                    
Board of Directors                                  

Michael J. Egan                                     
James A. Muntz                                      
Gerald R. Rainey                                    

Officers                                            

Gerald R. Rainey              Chairman and President
Christine A. Jacobs           Vice President        
Katherine K. Combs            Secretary             
George R. Shicora             Treasurer             
Thomas R. Miller              Assistant Treasurer   
Edward J. Cullen, Jr.         General Counsel       

ITEM 6.   OFFICERS AND DIRECTORS - PART II.                                     

Financial Connections - The following is a list, as of December 31, 2000, of all
officers and directors of each system company who have financial connections    
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.                                                                        

  1.   Edward A. Brennan: Member of Board of Directors of Unicom and ComEd
         from 1995 through the merger closing; member of Board of Directors of
        Exelon since the merger closing, and member of Board of Directors of
   Morgan Stanley Dean Witter & Co., investment banker. Authorized
pursuant to Rule 70(b).                                     

     2.   Carlos H. Cantu: Member of Board of Directors of Unicom and ComEd from
    1998 through the merger closing; member of Board of Directors of
        Exelon since the merger closing, and member of Board of Directors of
         First Tennessee National Corporation, commercial banking institution.
Authorized pursuant to Rule 70(b).                          

  3.   Edgar D. Jannotta: Member of Board of Directors of Unicom and ComEd
         from 1994 through the merger closing; member of Board of Directors of
         Exelon since the merger closing, and Senior Director of William Blair
        & Co., L.L.C., investment banker. Authorized pursuant to Rule 70(b).

    4.   John W. Rogers: Member of Board of Directors of Unicom and ComEd from
    1999 through the merger closing; member of Board of Directors of
        Exelon since the merger closing, and member of Board of Directors of
    Bank One Corporation, commercial banking institution. Authorized
pursuant to Rule 70(a).                                     

  5.   John W. Rowe: Member of Board of Directors of Unicom and ComEd from
    1998 through the merger closing; member of Board of Directors of
        Exelon since the merger closing, and member of Board of Directors of
      Fleet Boston Financial, commercial banking institution. Authorized
pursuant to Rule 70(b).                                     

ITEM 6.   OFFICER AND DIRECTORS - PART III.                                     

(a), (b) and (c) Directors' and Executive Officers' Compensation, Interests in  
Securities Interests and Transactions with System Companies.                    

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Information concerning compensation, interests in system securities, and        
transactions with system companies is set forth in Exhibits A.1 and A.2 to this 
Form U5S and is incorporated herein by reference.                               

(d)  Indebtedness of Directors or Executive Officers to System Companies.       

None                                                                            

(e)  Directors' and Executive Officers' Participation in Bonus and              
Profit-Sharing Arrangements and Other Benefits.                       

See Exhibit A.2 for descriptions of the participation of directors and executive
officers of System companies in bonus and profit-sharing arrangements and other 
benefits.                                                                       

(f)  Directors' and Executive Officers' rights to Indemnity.                    

The state laws under which each of the companies is incorporated provide broadly
for indemnification of directors and officers against claims and liabilities    
against them in their capacities as such. Each of the companies' charters or    
by-laws also provides for indemnification of directors and officers. In         
addition, directors and executive offices of Exelon and all subsidiary companies
are insured under directors' and officers' liability policies.                  

ITEM 7.   CONTRIBUTIONS AND PUBLIC RELATIONS                                    

Part I.   None                                                                  
Part II.  None                                                                  

ITEM 8.   SERVICE, SALES AND CONSTRUCTION CONTRACTS                             

Part I.   INTERCOMPANY SALES AND SERVICE                                        

Exelon provided information on services, sales and construction contracts under 
Form U-9C-3 filed confidentially on March 30, 2001, pursuant to Rule 104. In    
addition, Exelon reports the following transactions:                            

Transaction       Serving Company       Receiving Company        Compensation   
-----------       ---------------       -----------------        ------------   
Fiber-optic       PECO                  Hyperion Telecomun-        $575,230     
Equipment Lease                         ications                                

Communication     AT&T Wireless of      PECO                       $111,726     
Services          Philadelphia, LLC                                             

Other transactions may not have been reported, consistent with the terms of the 
Merger U-1 order granting Exelon until December 31, 2001 to fully implement its 
affiliate transaction procedures.                                               

Part II.  The System companies had no contracts to purchase services or goods   
         during 2000 from any affiliated (other than a System company) or from
        a company, in which any officer or director of the receiving company
 is a partner or owns 5 percent of more of any class of equity
securities, except as reported in Item 6.                   

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Part III. The System company does not employ any other person for the           
   performance on a continuing basis of management, supervisory or
financial advisory services.                                

ITEM 9.   WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES                    

Part I                                                                          

a.)       Sithe Energies, Inc.                                                  
335 Madison Avenue, 28th Fl.                                
New York, New York  10017                                   

     Sithe Energies, Inc. (Sithe) is an independent power generator in
      North America utilizing primarily fossil and hydro generation. The
       purchase involves approximately 10,000 megawatts (MW) of generation
          consisting of 3,800 MW of existing merchant generation, 2,500 MW under
         construction, and another 3,700 MW of generation in various stages of
      development, as well as Sithe's domestic marketing and development
businesses. The generation assets are located primarily in  
Massachusetts and New York.                                 

   Exelon owns 49.9% of Sithe and holds the option to purchase the
        remaining 50.1% interest in Sithe between December 2002 and December
2005 at a price based on prevailing market conditions.      

AmerGen Energy Company, L.L.C.                              
200 Exelon Way,  Suite 345                                  
Kennett Square,  Pennsylvania  19348                        

         Exelon and British Energy, Inc., a wholly owned subsidiary of British
         Energy plc, formed AmerGen Energy Company, L.L.C. (AmerGen) to pursue
       opportunities to acquire and operate nuclear generating stations in
    the United States. Exelon owns a 50% equity interest in AmerGen.
       AmerGen owns and operates Clinton Nuclear Power Station, Three Mile
   Island Unit No. 1 Nuclear Generating Facility, and Oyster Creek
       Nuclear Generation Facility with an aggregate capacity of 2,378 MW.

b.)       At December 31, 2000, Exelon's aggregate capital investment in all    
       EWGs and FUCOs was approximately $748.0 million. Information on the
capital investment in each EWG and FUCO is filed herewith   
confidentially on Form SE.                                  

          Exelon Generation and British Energy have each agreed to provide up to
      $100 million to AmerGen at any time for operating expenses. Exelon
     anticipates that Exelon Generation's capital expenditures will be
         funded by internally generated funds, Exelon Generation borrowings or
         capital contributions from Exelon. Exelon Generation's borrowings may
        be initially guaranteed by Exelon as a result of Exelon Generation's
lack of separate operational history.                       

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c.)       Exelon accounts for its investments in Sithe and AmerGen using the    
   equity method of accounting whereby Sithe and AmerGen financial
    statements are not consolidated with the financial statements of
Exelon.                                                     

         At December 31, 2000, the consolidated capitalization ratio of Exelon
 was: debt 66%, common equity 31%, and preferred securities of
          subsidiaries of 3%. (For these purposes, "consolidated debt" means all
         long-term debt, long-term debt due within one year, notes payable and
   other short-term obligations, including any short-term debt and
  non-recourse debt of EWG/FUCO Projects, to the extent normally
consolidated under applicable financial reporting rules).   

d.)       As permitted by the Merger U-1, AmerGen receives services from ComEd  
and PECO including engineering, regulatory support, systems 
    integration, accounting and general services. These services are
       performed at cost, pursuant to the Affiliate Interests Agreement in
          the case of ComEd and pursuant to the Mutual Services Agreement in the
   case of PECO, and it is expected that each company will provide
          AmerGen with approximately $300,000 in services annually. In addition,
   Exelon Generation Company LLC will provide AmerGen with similar
        services valued at approximately $49,900,000, at cost, pursuant to a
contract being drafted.                                     

Part II                                                                         

       An organization chart showing the relationship of each EWG to other
        system companies is included as Exhibit H. (previously filed on Form
SE)                                                         

Part III                                                                        

As determined pursuant to the December 8, 2000 Order, the Modified Rule 53 Test 
applicable to Exelon's investments in EWGs and FUCOs issued in connection with  
the Financing U-1, is $4,000.0 million. At December 31, 2000, Exelon's          
"aggregate investment" (as defined in rule 53(a) under PUHCA) in all EWGs and   
FUCOs was approximately $748.0 million, and accordingly, at December 31, 2000,  
Exelon's remaining investment capacity under the Modified Rule 53 Test was      
approximately $3,252.0 million.                                                 

ITEM 10.  FINANCIAL STATEMENTS AND EXHIBITS                                     

FINANCIAL STATEMENTS                                                            

         NOTES TO FINANCIAL STATEMENTS

Exelon                        Reference is made to "Notes to Consolidated       
                              Financial Statements" contained in the Exelon 2000
                            Annual Report to Shareholders, which information
         is incorporated by reference.

Previously filed confidentially on Form SE.                                     

PEPCO                                                                           

Filed confidentially herewith on Form SE.                                       

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EXHIBITS                                                                        

The following exhibits are incorporated by reference to the indicated SEC file  
number, unless an asterisk appears next to the exhibit reference. A single      
asterisk indicates exhibits which were previously filed. A double asterisk      
indicates exhibits which are filed herewith.                                    

EXHIBIT                                                                         
NUMBER                           DESCRIPTION                                    

A.        ANNUAL REPORTS FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934    

          A.1   2000 Annual Report on Form 10-K for Exelon, ComEd and PECO, File
  Nos. 01-16169, 01-1839 and 01-01401, respectively.

        A.2   2000 Proxy Statement of Exelon Corporation. File No. 01-16169.

    A.3   Exelon Corporation Form 8-K filed March 16,2001 containing
            Exelon 2000 financial statements, footnotes and management's
discussion and analysis.                        

B.        CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND   
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION                 

      The articles and bylaws of Exelon, ComEd, PECO, PEPCO and SECO are
incorporated by reference to the following:                 

Exelon 10-K                                                                     
Exhibit No.         Description                                                 
-----------         -----------                                                 

3-1                 Articles of Incorporation of Exelon Corporation             
                (Registration Statement No. 333-37082, Form S-4, Exhibit
3-1).                                   

3-2                 Bylaws of Exelon Corporation (Registration Statement No.    
333-37082, Form S-4, Exhibit 3-2).      

3-3                 Amended and Restated Articles of Incorporation of PECO      
Energy Company.                         

3-4                 Bylaws of PECO Energy Company, adopted February 26, 1990 and
                   amended January 26, 1998 (File No. 1-01401, 1997 Form 10-K,
Exhibit 3-2).                           

3-5                 Restated Articles of Incorporation of Commonwealth Edison   
                    Company effective February 20, 1985, including Statements of
       Resolution Establishing Series, relating to the
                establishment of three new series of Commonwealth Edison
               Company preference stock known as the "$9.00 Cumulative
                   Preference Stock," the "$6.875 Cumulative Preference Stock"
              and the "$2.425 Cumulative Preference Stock" (File No.
1-1839, 1994 Form 10-K, Exhibit 3-2).   

3-6                 Bylaws of Commonwealth Edison Company, effective September  
     2, 1998, as amended through October 20, 2000.

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3-7                 PECO Energy Power Company's Certificate of Organization and 
             Charter, By-laws amended as of December 23, 1993, and
                amendment to Articles of Incorporation filed February 8,
                 1994, are incorporated herein by reference (1991 Form U5S
and 1993 Form 10-K, File No. 1-1392).   

3-8                 Susquehanna Power Company's Certificate of Organization is  
                 incorporated herein by reference (1991 Form U5S, File No.
               1-1392); By-laws amended December 23, 1993, and Charter
                   amendment filed February 8, 1994 are incorporated herein by
   reference (1993 Form U5S, File No. 1-1392).

C.        The indentures or other fundamental documents defining the rights of  
      holders of funded debt listed below are incorporated by reference:

Exelon 10-K                                                                     
Exhibit No.         Description                                                 
-----------         -----------                                                 

4-3                 First and Refunding Mortgage dated May 1, 1923 between The  
              Counties Gas and Electric Company (predecessor to PECO
                  Energy Company) and Fidelity Trust Company, Trustee (First
                  Union National Bank, successor), (Registration No. 2-2281,
Exhibit B-1).                           

4-3-1               Supplemental Indentures to PECO Energy Company's First and  
Refunding Mortgage:                     

                                                                [Download Table]

Dated as of File              Reference                             Exhibit No.
----------------              ---------                             -----------
                                                                               
May 1, 1927                   2-2881                                B-1(c)     
March 1, 1937                 2-2881                                B-1(g)     
December 1, 1941              2-4863                                B-1(h)     
November 1, 1944              2-5472                                B-1(i)     
December 1, 1946              2-6821                                7-1(j)     
September 1, 1957             2-13562                               2(b)-17    
May 1, 1958                   2-14020                               2(b)-18    
March 1, 1968                 2-34051                               2(b)-24    
March 1, 1981                 2-72802                               4-46       
March 1, 1981                 2-72802                               4-47       
December 1, 1984              1-01401, 1984 Form 10-K               4-2(b)     
April 1, 1991                 1-01401, 1991 Form 10-K               4(e)-76    
December 1, 1991              1-01401, 1991 Form 10-K               4(e)-77    
April 1, 1992                 1-01401, March 31, 1992               4(e)-79    
                              Form 10-Q                                        
June 1, 1992                  1-01401, June 30, 1992                4(e)-81    
                              Form 10-Q                                        
July 15, 1992                 1-01401, June 30, 1992                4(e)-83    
                              Form 10-Q                                        
September 1, 1992             1-01401, 1992 Form 10-K               4(e)-85    
March 1, 1993                 1-01401, 1992 Form 10-K               4(e)-86    
May 1, 1993                   1-01401, March 31, 1993               4(e)-88    
                              Form 10-Q                                        
May 1, 1993                   1-01401, March 31, 1993               4(e)-89    
                              Form 10-Q                                        
August 15, 1993               1-01401, Form 8-A dated               4(e)-92    
                              August 19, 1993                                  
November 1, 1993              1-01401, Form 8-A dated               4(e)-95    
                              October 27, 1993                                 
May 1, 1995                   1-01401, Form 8-K dated               4(e)-96    
                              May 24, 1995                                     

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4-4                 Mortgage of Commonwealth Edison Company to Illinois         
                  Merchants Trust Company, Trustee (Harris Trust and Savings
                Bank, as current successor Trustee), dated July 1, 1923,
                Supplemental Indenture thereto dated August 1, 1944, and
               amendments and supplements thereto dated, respectively,
                    August 1, 1946, April 1, 1953, March 31, 1967, April 1,1967,
                 July 1, 1968, October 1, 1968, February 28, 1969, May 29,
                1970, June 1, 1971, May 31, 1972, June 15, 1973, May 31,
                  1974, June 13, 1975, May 28, 1976, and June 3, 1977. (File
No. 2-60201, Form S-7, Exhibit 2-1).    

4-5-1               Supplemental Indentures to aforementioned Commonwealth      
Edison Mortgage.                        

                                                                [Download Table]

Dated as of File              Reference                             Exhibit No.
----------------              ---------                             -----------
                                                                               
May 17, 1978                  2-99665, Form S-3                     4-3        
August 31, 1978               2-99665, Form S-3                     4-3        
June 18, 1979                 2-99665, Form S-3                     4-3        
June 20, 1980                 2-99665, Form S-3                     4-3        
April 16, 1981                2-99665, Form S-3                     4-3        
April 30, 1982                2-99665, Form S-3                     4-3        
April 15, 1983                2-99665, Form S-3                     4-3        
April 13, 1984                2-99665, Form S-3                     4-3        
April 15, 1985                2-99665, Form S-3                     4-3        
April 15, 1986                33-6879, Form S-3                     4-9        
June 15, 1990                 33-38232, Form S-3                    4-12       
June 1, 1991                  33-40018, Form S-3                    4-12       
October 1, 1991               33-40018, Form S-3                    4-13       
October 15, 1991              33-40018, Form S-3                    4-14       
February 1, 1992              1-1839, 1991 Form 10-K                4-18       
May 15, 1992                  33-48542, Form S-3                    4-14       
July 15, 1992                 33-53766, Form S-3                    4-13       
September 15, 1992            33-53766, Form S-3                    4-14       
February 1, 1993              1-1839, 1992 Form 10-K                4-14       
April 1, 1993                 33-64028, Form S-3                    4-12       
April 15, 1993                33-64028, Form S-3                    4-13       
June 15, 1993                 1-1839, Form 8-K dated                4-1        
                              May 21, 1993                                     
July 1, 1993                  1-1839, Form 8-K dated                4-2        
                              May 21, 1993                                     
July 15, 1993                 1-1839, Form 10-Q for                 4-1        
                              quarter ended June                               
                              30, 1993.                                        
January 15, 1994              1-1839, 1993 Form 10-K                4-15       
December 1, 1994              1-1839, 1994 Form 10-K                4-16       
June 1, 1996                  1-1839, 1996 Form 10-K                4-16       

4-5-2               Instrument of Resignation, Appointment and Acceptance dated 
                    January 31, 1996, under the provisions of the Mortgage dated
                   July 1, 1923, and Indentures Supplemental thereto (File No.
1-1839, 1995 Form 10-K, Exhibit 4-28).  

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4-5-3               Instrument dated as of January 31, 1996, for trustee under  
                   the Mortgage dated July 1, 1923 and Indentures Supplemental
                thereto (File No. 1-1839, 1995 Form 10-K, Exhibit 4-29).

4-6                 Indentures of Commonwealth Edison Company to The First      
              National Bank of Chicago, Trustee (Amalgamated Bank of
                    Chicago, as current successor Trustee), dated April 1, 1949,
                  October 1, 1949, October 1, 1950, October 1, 1954, January
               1, 1958, January 1, 1959 and December 1, 1961 (File No.
1-1839, 1982 Form 10-K, Exhibit 4-20).  

4-7                 Indenture dated as of September 1, 1987 between Commonwealth
                    Edison Company and Citibank, N.A., Trustee relating to Notes
  (File No. 1-1839, Form S-3, Exhibit 4-13).

4-7-1               Supplemental Indenture to Indenture dated September 1, 1987 
                 dated July 14, 1989 (File No. 33-32929, Form S-3, Exhibit
4-16).                                  

4-7-2               Supplemental Indenture to Indenture dated September 1, 1987,
              dated January 1, 1997 (File No. 1-1839, 1999 Form 10K,
Exhibit 4-21).                          

4-7-3               Supplemental Indenture to Indenture dated September 20,     
1987, dated September 1, 2000.          

D.        TAX ALLOCATION AGREEMENT PURSUANT TO RULE 45(c)                       

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**  Exhibit D.                                                                  

 TAX SHARING AGREEMENT

         THIS  AGREEMENT,  dated  as of the 1st  day of  January,  2001,  by and
between Exelon Corporation, a Pennsylvania corporation ("Parent"), Exelon Energy
Delivery  Company,  LLC, a Delaware limited liability  company,  Exelon Ventures
Company LLC, a Delaware limited liability company,  Unicom Investment,  Inc., an
Illinois  corporation,  and Exelon  Business  Services  Company,  a Pennsylvania
corporation (each a "Subsidiary" and together,  the  "Subsidiaries") and each of
PECO Energy Company,  Commonwealth  Edison Company,  Exelon Generation  Company,
LLC,  Exelon  Enterprises  Company,  LLC and the companies  listed on Schedule A
attached hereto (each a "Participant" and together, the "Participants").        

 W I T N E S S E T H

         WHEREAS, Parent is the common parent corporation of an affiliated group
of corporations  within the meaning of Section  1504(a) of the Internal  Revenue
Code of 1986, as amended (the "Code");                                          

         Whereas, the Subsidiaries and the Participants are each members of that
affiliated  group or otherwise have taxable income included  directly on the tax
return of a member of the group (i.e.  such Subsidiary or Participant is treated
as a disregarded entity for tax purposes);                                      

         WHEREAS,  the  members  of the  affiliated  group  anticipate  filing a
consolidated  federal  income tax return and combined,  consolidated  or unitary
state income tax returns  where  required or where  elections to so file have or
will be made;                                                                   

         WHEREAS,  Parent,  the Subsidiaries and the Participants  wish to agree
upon a fair and  equitable  method  for  determining  the  share of the  group's
consolidated  federal income tax burdens and benefits  properly  attributable to
each Subsidiary and its subsidiaries;                                           

         WHEREAS,  Parent,  the Subsidiaries and the Participants  wish to agree
upon a fair and equitable method for determining the share of any state taxes to
be borne by any members of the Parent  Group who file state and local income tax
returns (or other state returns) on a combined, unitary, consolidated or similar
basis;                                                                          

         WHEREAS,  the  Subsidiaries and the Participants may benefit on account
of the tax attributes of other members of the Parent  affiliated group, and such
other members may benefit on account of the tax  attributes of the  Subsidiaries
or the  Participants,  as a result of the filing of consolidated  federal income
tax returns or any combined, consolidated, unitary or similar state tax returns;

         WHEREAS,  Parent,  the  Subsidiaries  and the  Participants  desire  to
provide for payments by Parent and  Subsidiaries  to the other  Subsidiaries  as
reimbursement for the utilization of such tax benefits; and                     

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         WHEREAS,  Parent,  the  Subsidiaries  and the  Participants  desire  to
provide a mechanism  for making  further  payments  for the  utilization  of tax
benefits  that  fairly  reflect  any  subsequent  adjustments  to  prior  years'
consolidated federal income tax returns or any combined,  consolidated,  unitary
or similar state tax return , whether those  adjustments are made while any such
Subsidiary  remains a member of the affiliated group (or similar state group) of
corporations  of which Parent (or any Subsidiary or  Participant)  is the common
parent  or are made  after  any such  Subsidiary  ceases  to be a member of that
group.                                                                          

         NOW,  THEREFORE,  in consideration of the premises and of the covenants
and  agreements  set forth below,  the parties,  intending to be legally  bound,
agree as follows:                                                               

Section One:  Definitions                                                       

         For  purposes of this  Agreement,  the terms set forth below shall have
the following meanings:                                                         

         (a)  Parent  Group:  All  corporations  (whether  or not  presently  in
existence)  included,  from time to time, in the consolidated federal income tax
return filed by Parent.                                                         

         (b) Subsidiary  Group:  Each Subsidiary of Parent and all  corporations
(whether or not presently in existence)  that, at the pertinent  time,  would be
entitled or required to join with such Subsidiary in filing consolidated federal
income tax returns if such Subsidiary were a common parent  corporation and were
not a  member  of the  Parent  Group.  For  purposes  of  this  Agreement,  each
first-tier Subsidiary of Parent (and its includible  subsidiaries) will comprise
a separate  Subsidiary  Group.  Those  corporations  presently  included  in any
Subsidiary Group are listed on Schedule 1, attached to this Agreement.          

         (c)  Truncated  Group:  All  corporations  included in the Parent Group
except for the particular  Subsidiary  Group for which a determination  is being
made as to the  amount of tax  benefits  and  burdens  to be  allocated  to such
Subsidiary Group.                                                               

         (d) Parent Group Tax  Liability:  The  consolidated  federal income tax
liability  of the Parent  Group for any taxable  year for which the Parent Group
files a consolidated federal income tax return.                                 

         (e) Subsidiary  Group Tax  Liability:  The federal income tax liability
determined  at the end of the taxable year,  of a particular  Subsidiary  Group,
computed as if the Subsidiary Group was not part of the Parent Group, but rather
a separate affiliated group of corporations filing a consolidated federal income
tax return pursuant to Section 1502 of the Code, except as otherwise provided in
Section 2(a) of this Agreement.                                                 

         (f) Truncated  Group Tax  Liability:  The federal  income tax liability
determined at the end of the taxable  year, of the Parent Group,  computed as if
the particular Subsidiary Group was not part of the Parent Group.               

(g) Member: The Parent and each of the Subsidiaries.          

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         (h) Estimated  Subsidiary  Group Tax  Liability:  The estimated year to
date Subsidiary Group Tax Liability as of the due date for payments of estimated
tax under  Section  6655 of the Code (or any  applicable  state  tax  provision)
calculated consistently with the provisions of Section 2 of this Agreement.     

         (i) Estimated  Subsidiary Group Tax Payment: The net difference between
(i) the  Estimated  Subsidiary  Group Tax  Liability  and (ii) the net amount of
payments made to or by a Subsidiary Group with respect to estimated taxes during
the applicable taxable year.                                                    

         (j) Parent Tax Benefit:  The amount by which the difference between the
aggregate amounts payable by the Subsidiaries to Parent pursuant to Section 3(b)
exceeds  the  sum  of  (i)  the  aggregate  amounts  payable  by  Parent  to all
Subsidiaries pursuant to Section 3(c) and (ii) the Parent Group Tax Liability.  

         (k)  Parent  State Tax  Benefit:  The  amount  by which the  difference
between the aggregate  amounts payable by the Subsidiaries to Parent pursuant to
this  Agreement for any state and local tax  obligations  exceeds the sum of (i)
the aggregate  amounts  payable by Parent to all  Subsidiaries  pursuant to this
Agreement  for  state  and local tax  obligations  and (ii) the  Parent  Group's
aggregate state and local tax liability.                                        

Section Two:  Calculation of Subsidiary Group and Truncated Group Tax Liability 

         (a)  Subsidiary  Group Tax  Liability:  The annual  computation  of any
Subsidiary  Group  Tax  Liability  shall  be  determined  for  purposes  of this
Agreement in accordance with the following principles:                          

                           1. The income, deductions,  credits,  carryovers, and
         other tax  attributes  of the  Subsidiary  Group shall be determined in
         accordance  with  all  elections  actually  made  (or  deemed  made  by
         operation of law) by each member of the  Subsidiary  Group for purposes
of computing the Parent Group Tax Liability.                  

                           2.  If any  transaction  between  any  member  of the
         Subsidiary  Group and any member of the Truncated Group  constitutes an
         intercompany  transaction (as that term is defined in Section 1.1502-13
         of the Treasury  Regulations) between members of the Parent Group, then
         that  member  of the  Subsidiary  Group  (or any  other  member  of the
         Subsidiary Group that inherits any portion of the deferred gain or loss
         of that  corporation  pursuant  to Section  1.1502-13(c)(1)  or Section
         1.1502-13(c)(6)  of the Treasury  Regulations)  shall take into account
         the tax attributes  associated  with the transaction at the time and in
         the manner it takes those tax  attributes  into account for purposes of
the Parent Group's consolidated tax return.                   

                           3.  Any  carryover  ordinary  or  capital  losses  or
         credits of the Subsidiary Group shall be taken into  consideration when
         computing the Subsidiary  Group Tax Liability unless (i) such carryover
         losses or credits  were  absorbed  in  computing  the Parent  Group Tax

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         Liability  for any or all  previous  tax  years  and  (ii)  the  Parent
         compensated such Subsidiary Group for the use of such losses or credits
         in  accordance  with the  principles  set  forth in  Section  3 of this
Agreement.                                                    

                           4.  The  Subsidiary  Group  Tax  Liability  shall  be
         computed on a basis consistent with the calculation of the Parent Group
         Tax Liability (i.e., if the Parent Group Tax Liability does not reflect
         a liability for the Alternative Minimum Tax, the Subsidiary Group shall
         compute its tax liability  without  regard to the  Alternative  Minimum
         Tax; similarly,  if the Parent Group Tax Liability reflects a liability
         for the Alternative Minimum Tax, the Subsidiary Group shall compute its
tax liability with regard to the Alternative Minimum Tax).    

                           5. In the event that more than one  Subsidiary  Group
         generates  losses or credits in any tax year and the Parent  Group does
         not  utilize the  aggregate  amount of such losses or credits to reduce
         the Parent Group Tax Liability,  such unutilized losses or credits will
         be allocated to those companies contributing to the aggregate losses or
credits on a proportionate basis.                             

         (b)  Truncated  Group Tax  Liability:  The  annual  computation  of the
Truncated Group Tax Liability shall be determined for purposes of this Agreement
in accordance with the following principles:                                    

                           1. The income, deductions,  credits,  carryovers, and
         other tax  attributes  of the  Truncated  Group shall be  determined in
         accordance  with  all  elections  actually  made  (or  deemed  made  by
         operation of law) by each member of the Truncated Group for purposes of
computing the Parent Group Tax Liability.                     

                           2.  If any  transaction  between  any  member  of the
         Subsidiary  Group and any member of the Truncated Group  constitutes an
         intercompany  transaction (as that term is defined in Section 1.1502-13
         of the Treasury  Regulations) between members of the Parent Group, then
         that  member  of the  Truncated  Group  (or  any  other  member  of the
         Truncated  Group that inherits any portion of the deferred gain or loss
         of that  corporation  pursuant  to Section  1.1502-13(c)(1)  or Section
         1.1502-13(c)(6)  of the Treasury  Regulations)  shall take into account
         the tax attributes  associated  with the transaction at the time and in
         the manner it takes those tax  attributes  into account for purposes of
the Parent Group's consolidated tax return.                   

                           3.  Any  carryover  ordinary  or  capital  losses  or
         credits  of a  member  of the  Truncated  Group  shall  be  taken  into
         consideration  when computing the Truncated Group Tax Liability  unless
         (i) such  carryover  losses or credits were  absorbed in computing  the
         Parent Group Tax  Liability  for any or all previous tax years and (ii)
         the Parent  compensated  such member of the Truncated Group for the use
         of such losses or credits in accordance  with the  principles set forth
in Section 3 of this Agreement.                               

                           4.  The  Truncated   Group  Tax  Liability  shall  be
         computed on a basis consistent with the calculation of the Parent Group
         Tax Liability (i.e., if the Parent Group Tax Liability does not reflect
         a liability for the Alternative  Minimum Tax, the Truncated Group shall
         compute its tax liability  without  regard to the  Alternative  Minimum
Tax).                                                         

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                           5. In the event that more than one  Subsidiary  Group
         generates  losses or credits in any tax year and the Parent  Group does
         not  utilize the  aggregate  amount of such losses or credits to reduce
         the Parent Group Tax Liability,  such unutilized losses or credits will
         be allocated to those companies contributing to the aggregate losses or
         credits on a  proportionate  basis and for  purposes of  computing  the
         Truncated Group Tax Liability, the proportionate share of such credits,
         unutilized  losses or any unabsorbed  losses shall be added back to the
         Truncated   Group's  taxable  income  for  purposes  of  computing  the
Truncated Group Tax Liability.                                

Section Three: Payments With Respect to Tax Benefits and Burdens                

                  (a) If a  consolidated  federal  income tax return is filed by
the Parent Group for a taxable  year,  and if that return  evidences a liability
for federal  income  taxes for such year,  the total  liability as shown on such
return shall be payable in full by Parent.                                      

                  (b) For any taxable year during which income,  loss, or credit
against  federal  income  tax  of any  Subsidiary  or any  other  member  of any
Subsidiary Group is includible in computing the Parent Group Tax Liability, such
Subsidiary  shall pay to Parent an  amount  equal to such  Subsidiary  Group Tax
Liability,  if any. This amount shall be paid before  thirty days  following the
earlier of (i) the date on which the Parent Group's  consolidated federal income
tax return is filed or (ii) the date,  following the close of such taxable year,
on which Parent  notifies a Subsidiary of Parent's  final  determination  of the
Subsidiary Group Tax Liability.                                                 

                  (c) For any taxable year during which income,  loss, or credit
against  federal  income tax of  Subsidiary  or any other member of a Subsidiary
Group is includible in computing  the Parent Group Tax  Liability,  Parent shall
pay to such  Subsidiary an amount equal to the excess,  if any, of the Truncated
Group Tax Liability for the taxable year over the Parent Group Tax Liability for
the taxable year. This payment shall be made within thirty days after the Parent
Group's  consolidated  return  for a taxable  year is filed.  In the event  that
multiple  Subsidiary  Groups losses are includible in computing the Parent Group
Tax Liability, such payment shall be made to each individual Subsidiary Group on
a proportionate basis.                                                          

                  (d) Parent Tax Benefit: Notwithstanding any other provision of
this  Agreement,  to the extent  that there is a Parent Tax  Benefit  the Parent
shall pay the amount of such Parent Tax Benefit to those  Subsidiary  Groups who
have Subsidiary Group Tax Liabilities. Any such payment to the Subsidiary Groups
shall be allocated  among the separate  Subsidiary  Groups in  proportion to the
amount of the Subsidiary Groups separate Subsidiary Group Tax Liabilities.      

                  (e)  Estimated   Tax  Payments:   For  purposes  of  computing
estimated tax payments,  the  provisions set forth in Section 2 shall be applied
on each due date for  payments of any  estimated  tax under  Section 6655 of the
Code (or any  applicable  state or local tax provision) to compute the Estimated
Subsidiary  Group Tax Liability and the Estimated  Subsidiary  Group Tax Payment
for each Subsidiary Group. If the Estimated Subsidiary Group Tax Payment results
in a payment  due to the  Parent,  (i.e.,  the  Estimated  Subsidiary  Group Tax
Liability  exceeds  the net  amount of  payments  previously  made by or to such
Subsidiary  Group),  such Subsidiary Group shall remit such amount to the Parent
within  fifteen days of the due date for payments of estimated tax under Section
6655 of the  Code (or any  applicable  state or  local  tax  provision).  If the
Estimated  Subsidiary Group Tax Payment results in a payment due to a Subsidiary
Group (i.e.,  the Estimated  Subsidiary Group Tax Liability is less than the net
amount of payments previously made by or to such Subsidiary Group), Parent shall

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remit such payment to such  Subsidiary  Group within  fifteen days after the due
date for  payments  of  estimated  tax  under  Section  6655 of the Code (or any
applicable state tax provision). Any estimated tax payments made by a Subsidiary
to Parent  under  this  Section  3(d) for any  taxable  year shall be applied to
reduce the amount, if any, owing by such Subsidiary to Parent under Section 3(b)
for that  year.  If the sum of the  payments  made by a  Subsidiary  under  this
Section 3(d) for any taxable year exceeds the amount owing by such Subsidiary to
Parent under Section 3(b) for that taxable  year,  Parent shall repay the excess
to Subsidiary within thirty days after the Parent Group's  consolidated  federal
income return for that year is filed. The same rules shall apply with respect to
estimated  tax  payments  for state and local  income taxes for which the Parent
Group or any member of the Parent  Group files income tax returns on a combined,
unitary,  consolidated  or similar basis,  taking into account the provisions of
Section 10 of this Agreement with respect to  determining  any Subsidiary  Group
State Tax Liability for the applicable period.                                  

Section Four:  Carrybacks                                                       

                  (a) In the event that the Parent Group  incurs a  consolidated
net  operating  loss (as that term is  defined in  Section  1.1502-21(f)  of the
Treasury  Regulations)  or a credit  against  federal income tax for any taxable
year and that  consolidated  net operating loss or tax credit is carried back to
and  absorbed  in a prior  taxable  year of Parent or any  member of the  Parent
Group,  then the  Parent  Group  Tax  Liability,  the  Subsidiary  Group(s)  Tax
Liability,  and the  Truncated  Group Tax  Liability  for the prior taxable year
shall be recomputed  accordingly,  and the amount of the liabilities  determined
under  Section  2 of this  Agreement  shall  be  adjusted  to  conform  to those
recomputations.                                                                 

                  (b)  Parent  shall  be   responsible   for  carrying  out  any
recomputations  required by Section 4(a) and shall promptly send each Subsidiary
notification of any conforming  adjustment of affected liabilities under Section
Two of this Agreement. Within 10 days following the mailing of that notice, each
Subsidiary shall pay Parent or Parent shall pay such Subsidiary, as the case may
be, the amount of any  payment  due in  accordance  with  Section  Three of this
Agreement  resulting  from any  recomputations  done in accordance  with Section
4(a), as reflected in the notice.                                               

                  (c) This Agreement  shall have no application to the carryback
of a net  operating  loss or credit  from a separate  return  year  (within  the
meaning of Section  1.1502-1(e) of the Treasury  Regulations) of a Subsidiary or
another  affiliated group of which a Subsidiary is a member, as the case may be,
to any taxable year of the Parent Group.                                        

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Section Five: Adjustments                                                       

(a) Adjustments To Tax Liability For Tax Years Ending Before  

                  Effective  Date:  If a taxing  authority  adjusts the state or
federal tax of any member of the Parent  Group for a tax period that ended prior
to the effective date of this Agreement,  such adjustment  shall be allocated in
the following manner:                                                           

                           1. The Vice  President of Taxes of Parent shall first
         determine whether such adjustment relates to either (i) a member of the
         former  affiliated  group of corporations for which PECO was the common
         parent  (the "PECO  Group")  or (ii) a member of the former  affiliated
         group of  corporations  for which  Unicom  was the common  parent  (the
"Unicom Group").                                              

                           2.  If the  adjustment  relates  to a  member  of the
         Unicom Group, such adjustment shall be allocated in accordance with any
         tax sharing  agreement  among the members of the Unicom Group effective
for the taxable year of the adjustment.                       

                           3. If the audit adjustment relates to a member of the
         former PECO Group, such adjustment shall be borne by PECO to the extent
         provided  in any  document  referred  to in  Section  5(a)(5)  of  this
         Agreement  and,  notwithstanding  any other  provision of this document
         with the  exception of Section  5(a)(5),  shall not be allocated to any
current or former member of the PECO group.                   

                           4. Provided further however,  that the Vice President
         of Taxes of Parent shall be responsible  for determining the line(s) of
         business any such adjustment  relates to. If the adjustment is directly
         related to a line of business not currently conducted by the entity for
         which  such tax would be  allocated  under  Section  5(a)(2) or 5(a)(3)
         above (i.e. the  generation  business),  then the  adjustment  shall be
         allocated (except as provided in Section 5 (a)(3) of this Agreement) to
         the entity currently  conducting such line of business and such line of
         business  shall be  responsible  for  paying the tax due as a result of
such increase in state or federal tax liability.              

                           5. Provided further however, if any provision of this
         Agreement  is  contrary  to a  provision  (a) in  any of the  following
         documents:  (i) Plan of Division dividing PECO Energy Company into PECO
         Energy Company and Exelon Business  Services  Company;  (ii) Assignment
         and Assumption  Agreement by and between PECO Energy Company and Exelon
         Generation  Company,  LLC dated January 1, 2001;  (iii)  Assignment and
         Assumption  Agreement  by and between  PECO  Energy  Company and Exelon
         Enterprises Company, LLC dated January 1, 2001; and (iv) Assignment and
         Assumption  Agreement  by and between  PECO  Energy  Company and Exelon
         Business  Services  Company dated January 1, 2001 and (v)  Contribution
         Agreement  between  Commonwealth  Edison  Company and ComEd  Generation

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         Company  LLC dated  January  1, 2001  (collectively  the  "Contribution
         Agreements"),  or (b) of  Section  13(c)  of this  Agreement,  then the
         provisions in the respective Contribution Agreement or of Section 13(c)
         shall control,  respectively. In the event the provisions of any of the
         Contribution  Agreements conflicts with any provision of Section 13(c),
the provisions of Section 13(c) shall control.                

         (a) Changes to Tax Liability for Prior Tax Years After  Effective Date:
If the Parent Group Tax  Liability  for a taxable year is changed for any reason
other than the carryback of a net operating loss or credit governed by Section 4
of this  Agreement  (including,  but not  limited  to,  the filing of an amended
return, a claim for refund,  or an examination by the Internal Revenue Service),
and the  allocation  of such  adjustment  is not governed by the  provisions  of
Section 5(a), then the Subsidiary Group(s) Tax Liability and the Truncated Group
Tax Liability for such taxable year shall be recomputed accordingly to the terms
of this Agreement,  and the amount of the liabilities determined under Section 2
of this Agreement shall be adjusted to conform to those recomputations.         

         (b) Whenever any payment is due on account of a recomputation  pursuant
to Section  5(b),  an  additional  liability  (referred to in this  Agreement as
"Associated  Interest")  shall be  determined  to reflect the  interest  cost or
benefit  associated  with  that  recomputation  and  consequent   adjustment  to
liabilities  under Section Two of this  Agreement.  The liability for Associated
Interest  shall be computed by applying the  applicable  rates of interest under
the rules  prescribed  by the Code and Treasury  Regulations  for the periods in
question to the adjusted  liabilities  under Section Two of the  Agreement.  The
applicable rates of interest shall be determined as follows:                    

                           1. In the case of an  increase in an amount due under
         Section  3(b) or a decrease in an amount due under  Section  3(c),  the
         applicable  rate  shall  be:  (i) the rate (or  rates)  charged  by the
         Internal  Revenue Service with respect to  underpayments of income tax,
         to the extent that the  recomputation  of the  Subsidiary  Group(s) Tax
         Liability  for the taxable year of the  adjustment  served to create or
         increase an actual  Parent Group Tax  Liability  for the taxable  year;
         provided  however  that such rate shall not be the "large  corporation"
         underpayment  rate unless the Parent Group is subject to such rate, and
         (ii) the rate paid by the Internal  Revenue  Service on overpayments of
         income  tax,  to the extent that the  recomputation  of the  Subsidiary
         Group Tax  Liability  served to reduce or  eliminate  a refund that the
         Parent  Group would have been  entitled to receive if the Parent  Group
         had consisted only of the members of the Truncated Group in the taxable
year for which the adjustment is made.                        

                           2. In the case of a  decrease  in an amount due under
         Section 3(b) or an increase in an amount due under  Section  3(c),  the
         applicable  rate  shall  be the rate (or  rates)  paid by the  Internal
Revenue Service with respect to overpayments of income tax.   

         (c) Parent shall be  responsible  for  carrying out any  recomputations
required by Section 5(b) of this Agreement and for the computation of Associated
Interest required by Section 5(c) of this Agreement and shall promptly send each
Subsidiary written notification of both. Within 10 days following the receipt of
that notice,  Subsidiary shall pay Parent or Parent shall pay Subsidiary, as the
case may be,  the amount of any  increased  liabilities  under  Section 2 of the
Agreement  and any  Associated  Interest  computed  under  Section  5(c) of this
Agreement, as reflected in the notice.                                          

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         (d) The provisions of this Section 5, together with those provisions of
Section 3 that may be  invoked  under  this  Section 5 from time to time,  shall
remain in  effect  notwithstanding  that a  Subsidiary  may have  ceased to be a
member of the  affiliated  group of  corporations  of which Parent is the common
parent.                                                                         

Section Six:  Interest                                                          

                  If any payment required to be made pursuant to Section 3, 4 or
5 of this  Agreement  is not made  within the time  periods  specified  in those
Sections, the delinquent payment shall bear interest from its due date until the
date of actual  payment at the rate (or rates)  charged by the Internal  Revenue
Service on underpayments of tax for the periods in question.                    

Section Seven:  Tax Sharing Agreement Among Members of a Subsidiary Group       

                  (a) Upon completion of (i) the calculation of the Parent Group
Tax Liability,  each Subsidiary  Group Tax Liability and the Truncated Group Tax
Liability  and  (ii)  the  payments  between  the  Parent  and any or all of the
Subsidiaries  in accordance  with the  provisions of Section 3, each  Subsidiary
Group shall then repeat the  procedures  set forth in Section 2 for the purposes
of determining  the amount of tax benefits and burdens to be allocated among the
individual members of a particular  Subsidiary Group. Payments among the members
of the Subsidiary Group shall be in accordance with the provisions in Section 3.
For  purposes of this  computation,  each  Subsidiary  shall be deemed to be the
parent of its respective  affiliated  group and each second tier  subsidiary and
its subsidiaries  shall comprise a separate  Subsidiary  Group.  Each Subsidiary
Group shall  repeat this  process  until  there are no  additional  corporations
within the Subsidiary Group which could comprise an affiliated  group.  Provided
however,  that no  allocations  of tax benefits and burdens among members of any
Subsidiary Group  (including any second-tier or lower Subsidiary  Group) need be
made in accordance  with this Section 7 if such  Subsidiary  Group enters into a
separate tax allocation  agreement  among all of the members of such  Subsidiary
Group which is in compliance with the Public Utility Holding Company Act of 1935
("PUHCA").  Unless  expressly  provided in this  Section  7(a),  for purposes of
allocating  the  amount of tax  benefits  and  burdens  among the  members  of a
particular  Subsidiary Group, all provisions of this tax sharing agreement shall
be applicable.                                                                  

                  (b) Solely for  purposes  of  computing  their  portion of the
Parent Group Tax Liability in accordance  with this Section 7 of the  Agreement,
Exelon Energy Delivery,  Exelon Generation  Company LLC, and Exelon  Enterprises
Company and any other  entity  which is treated as a  disregarded  entity  under
Treasury Regulation Section 301.7701-3,  shall be treated as if they had made an
election to be taxed as a corporation  pursuant to Treasury  Regulation  Section
301.7701-2(b)  and  shall be  considered  a  Participant  for  purposes  of this
Agreement.  In  addition,  all entities  properly  treated as  corporations  for
purposes of Section  7701(a)(3) of the Code shall be treated as corporations for
purposes of this Agreement.                                                     

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Section Eight:  Responsibility for Tax Calculations and Disputes                

                  The  tax  department  of  Parent  shall  be  responsible   for
preparing all calculations required under this Agreement.  The Vice President of
Taxes  and  General  Tax  Officer  of  Exelon  shall  review  and  approve  each
calculation  prepared  by the tax  department,  and  shall  be  responsible  for
resolving any disputes regarding such calculations.                             

                  All disputes regarding application of the procedures set forth
in this  Agreement  shall be resolved by the Vice President of Taxes and General
Tax Officer of Parent in conjunction with such other members of Parent as he (or
she) shall deem necessary or appropriate.                                       

Section Nine:  Effective Date                                                   

                  This  Agreement  shall be effective  for taxable  years of the
Parent Group beginning after 2000.                                              

Section Ten:  State Taxes                                                       

                  State and local  income taxes (and other taxes) shall be borne
by the entity  (including  entities that are "disregarded  entities" for federal
income tax purposes or to the entity that is currently  conducting  such line of
business)  that incurs such taxes.  For those state and local  jurisdictions  in
which the  Parent  Group or any  member of the  Parent  Group  files  income tax
returns on a combined,  unitary,  consolidated  or similar basis,  (a) the total
liability shown on such return shall be paid in full by Parent or such member of
the Parent Group and (b) each member of the Parent Group with nexus in the state
shall pay the Parent or member of the Parent  Group filing such return an amount
equal to the tax which  such  Subsidiary  Group  would  have  incurred  had such
Subsidiary  Group not been a member of the  combined,  unitary  or  consolidated
group filing such return ("Subsidiary Group State Tax Liability").  In the event
that there is a Parent State Tax Benefit with respect to any such state tax, the
Parent shall pay the amount of such Parent State Tax Benefit to those Subsidiary
Groups who have a Subsidiary Group State Tax Liability.  Any such payment of the
Parent State Tax Benefit to the Subsidiary  Groups shall be allocated  among the
separate  Subsidiary Groups in proportion to the amount of the Subsidiary Groups
separate Subsidiary Group State Tax Liabilities.                                

Section Eleven:  Penalties & Interest                                           

         (a) Any Penalties  incurred by the Parent Group  relating to filing its
consolidated  return  shall be  specifically  assigned to the  member(s)  of the
Parent  Group to whom such  penalty is directly  attributable  (and shall become
part of the  Subsidiary  Group Tax  Liability  for any  Subsidiary  Group  which
includes  that  member(s)),  provided  however,  that  penalties  shall  not  be
specifically  assigned  to any  particular  member  or  Subsidiary  Group if the
imposition of such penalty is not directly  attributable to the acts, errors, or
omissions of the member.  Penalties not  specifically  assigned  pursuant to the
previous  sentence  shall be allocated  among the Members on a pro rata basis in
accordance with their separate tax liabilities.  For this purpose,  the Parent's
separate tax liability shall be equal to the difference between the Parent Group
Tax Liability and the aggregate of all Subsidiary Group Tax Liabilities.        

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         (b) Any  interest  incurred by the Parent  Group  related to filing its
consolidated  return shall be  specifically  allocated  to the  member(s) of the
Parent Group to whom such  interest is directly  attributable  (and shall become
part of the  Subsidiary  Group Tax  Liability  for any  Subsidiary  Group  which
includes  that  member(s),   provided  however,   that  interest  shall  not  be
specifically  allocated  to any  particular  member or  Subsidiary  Group if the
imposition of such interest is not directly attributable to the acts, errors, or
omissions of the member.  Interest not  specifically  allocated  pursuant to the
previous  sentence  shall be allocated  among the Members on a pro rata basis in
accordance with their separate tax liabilities.  For this purpose,  the Parent's
separate tax liability shall be equal to the difference between the Parent Group
Tax Liability and the aggregate of all Subsidiary Group Tax Liabilities.        

Section Twelve:  Members Leaving Group                                          

         (a) In the event that any member of the Parent Group at any time leaves
the Parent Group and,  under any applicable  statutory  provision or regulation,
that member is assigned and is deemed to take with it all or a portion of any of
the  tax   attributes   (including,   but  not  limited  to,  NOLs,   or  credit
carryforwards,  of the Parent  Group),  then,  to the extent the  amounts of the
attributes  so taken  differs  from the  amounts of such  attributes  previously
allocated  to such  member  under  this  agreement,  the  leaving  member  shall
appropriately  settle with the Parent Group.  Such  settlement  shall consist of
payment on a dollar for dollar basis for all  differences in credits and, in the
case of NOL carryforward differences,  in an amount computed by reference to the
highest  marginal  corporate tax rate in the year in which the member leaves the
Parent Group.  The  settlement  amounts  shall be allocated  among the remaining
members of the Parent Group in  proportion  to the relative  level of attributes
possessed  by each member and the  attributes  of each member  shall be adjusted
accordingly.                                                                    

Section Thirteen:  Changes in Parties                                           

         (a) New direct or indirect  subsidiaries,  affiliates and associates of
Parent,  which  may  come  into  existence  after  the  effective  date  of this
Agreement,  may become additional  "Subsidiaries" or "Participants," as the case
may be, and subject to this  Agreement.  In addition,  entities which are, as of
the  effective  date  of  this  Agreement,   direct  or  indirect  subsidiaries,
affiliates and associates of Parent,  may thereafter  leave the holding  company
system,  in which case they will no longer be subject to this  Agreement for tax
years after their departure, except for the obligations in Section 12 hereof.   

         (b) The addition of a new direct or indirect  subsidiary,  affiliate or
associate  company  is  intended  to be  evidenced  by the  signing of a written
joinder to this Agreement but,  notwithstanding the failure of a new subsidiary,
affiliate or associate  company to sign a written  joinder,  the new subsidiary,
affiliate or associate company shall be conclusively deemed to have accepted and
agreed to the terms of this  Agreement  by reason of its  inclusion  in Parent's
consolidated  Federal  income tax return  and/or any state and local  income tax
returns filed on a combined,  unitary,  consolidated or similar basis with other
members of the Parent group.                                                    

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Section Fourteen:  Miscellaneous Provisions                                     

         (a) This  Agreement  contains the entire  understanding  of the parties
with  respect to the  subject  matter of this  Agreement,  except  that  nothing
contained in this  Agreement  shall be construed to prevent Parent from entering
into tax benefit  compensation  agreements with members of the Parent Group that
are not also  members  of a  Subsidiary  Group or to prevent a  Subsidiary  from
entering  into similar  agreements  with  members of a Subsidiary  Group in each
case,  provided such  agreements  are in compliance  with PUHCA.  No alteration,
amendment,  or modification of any of the terms of this Agreement shall be valid
unless made by an instrument signed in writing by an authorized  officer of each
party.                                                                          

         (b) This Agreement has been made in and shall be construed and enforced
in accordance with the laws of the  Commonwealth  of  Pennsylvania  from time to
time in effect.                                                                 

         (c)  Notwithstanding  any provision of this  Agreement to the contrary,
income tax shall be allocated among the parties in a manner consistent with Rule
45(c)(2)(ii) of PUHCA. Under no circumstances  shall the amount of tax liability
allocated to a Member under this Agreement exceed its tax liability  computed on
a separate company basis.                                                       

         (d)  This  Agreement  may be  executed  simultaneously  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.                          

         (e) All notices and other  communications  hereunder shall be deemed to
have been duly given if delivered  by hand or mailed by certified or  registered
mail, postage prepaid:                                                          

(i)      if to Parent:                        
10 S. Dearborn Street       
Chicago, Illinois 60603     

(ii)     if to PECO Energy Company:           
2301 Market Street          
    Philadelphia, Pennsylvania 19103

(iii)    if to Exelon Ventures Company, LLC:  
10 S. Dearborn Street       
Chicago, Illinois 60603     

     (iv)     if to Exelon Energy Delivery Company, LLC:
10 S. Dearborn Street       
Chicago, Illinois 60603     

(v)      if to Commonwealth Edison Company:   
10 S. Dearborn Street       
Chicago, Illinois 60603     

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(vi)     if to Unicom Investment, Inc.:       
10 S. Dearborn Street       
Chicago, Illinois 60603     

  (vii)    if to Exelon Business Services Company:
10 S. Dearborn Street       
Chicago, Illinois 60603     

(viii)   if to Exelon Generation Company, LLC:
300 Exelon Way              
      Kennett Square, Pennsylvania 19348

 (ix)     if to Exelon Enterprises Company, LLC:
10 S. Dearborn Street       
Chicago, Illinois 60603     

                 (x)      if to any other Participant, to the address listed for
   such Participant on Schedule A.

         (f) The  headings of the  Sections of this  Agreement  are inserted for
convenience only and shall not constitute a part of the Agreement.              

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed and their respective corporate seals to be affixed
hereto, all as of the date and year first above written.                        

                                                                [Download Table]

                                                                   
              Exelon Corporation                                   

              By:                                                  
                 --------------------------------------------------
                   Ruth Ann Gillis                                 
                   Senior Vice President and                       
                   Chief Financial Officer                         

              Exelon Business Services Company                     

              By:                                                  
                 --------------------------------------------------
                   J. Barry Mitchell                               
                   Senior Vice President, Treasurer                

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              Exelon Energy Delivery Company, LLC                  

              By:                                                  
                 --------------------------------------------------
                   Thomas P. Hill                                  
                   Vice President, Finance and                     
                   Chief Financial Officer                         

              PECO Energy Company                                  

              By:                                                  
                 --------------------------------------------------
                   Frank Frankowski                                
                   Vice President, Treasurer and                   
                   Chief Financial Officer                         

              Exelon Ventures Company, LLC                         

              By:                                                  
                 --------------------------------------------------
                   J. Barry Mitchell                               
                   Senior Vice President, Treasurer                

              Unicom Investment, Inc.                              

              By:                                                  
                 --------------------------------------------------
                   Patricia L. Kampling                            
                   Treasurer                                       

              Commonwealth Edison Company                          

              By:                                                  
                 --------------------------------------------------
                   J. Barry Mitchell                               
                   Senior Vice President, Treasurer                

              Aconite Corporation                                  

              By:                                                  
                 --------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

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              Adwin Equipment Company                              

              By:                                                  
                 --------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Adwin Realty Company                                 

              By:                                                  
                 --------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              AllEnergy Gas & Electric Marketing Company, LLC      

              By:                                                  
                 --------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Amergen Energy Company, LLC                          

              By:                                                  
                  -------------------------------------------------
                   Todd. D. Cutler                                 
                   Assistant Secretary                             

              AmerGen Vermont, LLC                                 

              By                                                   
                 --------------------------------------------------
                   Todd. D. Cutler                                 
                   Assistant Secretary                             

              ATNP Finance Company                                 

              By:                                                  
                 --------------------------------------------------
                   Todd. D. Cutler                                 
                   Assistant Secretary                             

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              Cenesco Company, LLC                                 

              By:                                                  
                  -------------------------------------------------
                   Todd. D. Cutler                                 
                   Assistant Secretary                             

              Chowns Communications, Inc.                          

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              ComEd Funding, LLC                                   

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Commonwealth Edison Company of Indiana, Inc.         

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Commonwealth Research Corporation                    

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Dacon Corporation                                    

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

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              Dashiell Corporation                                 

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Dashiell Holdings Corp.                              

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Edison Development Company                           

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              EEI Telecommunications, LLC                          

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              EEI Telecommunications                               
              Holdings, LLC                                        

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              EIS Engineering                                      

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

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              EIS Investments, LLC                                 

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Electric Services, Inc.                              

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Energy Trading Company                               

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              ETT Arizona, Inc.                                    

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              ETT Boston, Inc.                                     

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              ETT Houston, Inc.                                    

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

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              ETT National Power, Inc.                             

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              ETT Nevada, Inc.                                     

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              ETT North America, Inc.                              

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Exelon Allowance Management Company, LLC             

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

             Exelon Capital Partners, Inc.                         

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Communications Holdings, LLC                  

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

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              Exelon Communications Company, LLC                   

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Energy Ohio, Inc.                             

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Exelon Enterprises Company, LLC                      

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Enterprises Investments, Inc.                 

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Enterprises Management, Inc.                  

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon (Fossil) Holdings, Inc.                       

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

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              Exelon Generation Company, LLC                       

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Generation Finance Company                    

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Peaker Development General, LLC               

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Peaker Development Limited, LLC               

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Power Holdings, LP                            

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Exelon Services, Inc.                                

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

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              Exelon Thermal Development, Inc.                     

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Exelon Thermal Holdings, Inc.                        

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Exelon Thermal Technologies, Inc.                    

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              ExTel CORPORATION, LLC                               

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              ExTex La Porte Limited Partnership                   

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Fischbach and Moore Electric, Inc.                   

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

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              Fischbach and Moore, Inc.                            

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Fischbach and Moore Electrical Contracting, Inc.     

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Gas Distribution Contractors, Inc.                   

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Horizon Energy Company                               

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Infrasource Corporate Services                       

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Infrasource, Inc.                                    

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

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              Infrasource Integrated Services, Inc.                

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              International Communications Services, Inc.          

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              M.J. Electric, Inc.                                  

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Mechanical Specialties Incorporated                  

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Michigan Trenching Service, Inc.                     

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Mid-Atlantic Pipeliners, Inc.                        

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

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              MRM Technical Group, Inc.                            

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Mueller Distribution Contractors, Inc.               

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Mueller Energy Services, Inc.                        

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Mueller Pipeliners, Inc.                             

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              NEWCOTRA, Inc.                                       

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Northwind Chicago, LLC                               

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

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              Northwind Midway, LLC                                

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Northwind Thermal Technologies, Inc.                 

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              OSP Consultants, Inc.                                

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              OSP Telecom, Inc.                                    

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              OSP, Inc.                                            

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              P.A.C.E. Environmental, LLC                          

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

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              P.A.C.E. Field Service, LLC                          

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              PEC Financial Services, LLC                          

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              PECO Energy Capital Corp.                            

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              PECO Energy Power Company                            

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              PECO Energy Transaction Trust                        

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Penesco Company, LLC                                 

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

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              PHT Holdings, LLC                                    

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Port City Power, LLC                                 

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Rand-Bright Corporation                              

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              RJE Telecom, Inc.                                    

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Scherer Holding 1, LLC                               

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Scherer Holding 2, LLC                               

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

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              Scherer Holding 3, LLC                               

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Spruce Holdings G.P. 2000, LLC                       

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Spruce Holdings L.P. 2000, LLC                       

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              SUnesys of Virginia, Inc.                            

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Assistant Secretary                             

              SUNESYS, INC.                                        

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Assistant Secretary                             

              Susquehanna Electric Company                         

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

              Susquehanna Power Company                            

              By:                                                  
                  -------------------------------------------------
                   Todd D. Cutler                                  
                   Assistant Secretary                             

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              Syracuse Merit Electric, Inc.                        

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              T.H. Green Electric Company, Inc.                    

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Texas Ohio Gas, Inc.                                 

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              The Properties of the Susquehanna Canal              

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Trinity Industries, Inc.                             

              By:                                                  
                  -------------------------------------------------
                   Harvey B. Dikter                                
                   Secretary                                       

              Unicom Power Holdings, Inc.                          

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

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              Unicom Power Marketing, Inc.                         

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Unicom Resources, Inc.                               

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Utility Locate & Mapping Services, Inc.              

               By:                                                 
                   ---------------------------------------         
                   Harvey B. Dikter                                
                   Secretary                                       

              UTT Nevada, Inc.                                     

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              VSI Group, Inc.                                      

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

              Wansley Holdings 1, LLC                              

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             

31                                                                 

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              Wansley Holdings 2, LLC                              

              By:                                                  
                  -------------------------------------------------
                   Scott N. Peters                                 
                   Assistant Secretary                             


32

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SCHEDULE A

                                                        [Enlarge/Download Table]

                                                                                              
Aconite Corporation                              Dacon Corporation                            
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

Adwin Equipment Company                          Dashiell Corporation                         
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

Adwin Realty Company                             Dashiell Holdings Corp.                      
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

AllEnergy Gas & Electric Marketing Company, LLC  Edison Development Company                   
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

AmerGen Vermont, LLC                             EEI Telecommunications, LLC                  
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

ATNP Finance Company                             EEI Telecommunications Holdings, LLC         
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

Cenesco Company, LLC                             EIS Engineering, Inc.                        
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

Chowns Communications, Inc.                      EIS Investments, LLC                         
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

ComEd Funding, LLC                               Electric Services, Inc.                      
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

Commonwealth Edison Company of Indiana, Inc.     Energy Trading Company                       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

Commonwealth Research Corporation                ETT Arizona, Inc.                            
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60604                          Chicago, Illinois 60603                      

ETT Boston, Inc.                                 Exelon Energy Ohio, Inc.                     
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

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ETT Houston, Inc.                                Exelon Enterprises Investments, Inc.         
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

ETT National Power, Inc.                         Exelon Enterprises Management, Inc.          
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

ETT Nevada, Inc.                                 Exelon (Fossil) Holdings, Inc.               
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

ETT North America, Inc.                          Exelon Generation Finance Company            
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Allowance Management Company, LLC         Exelon Generation Company International, Inc.
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Capital Partners, Inc.                    Exelon Peaker Development General, LLC       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Communications Holdings, LLC              Exelon Peaker Development Limited, LLC       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Communications Company, LLC               Horizon Energy Company                       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Energy Company                            Infrasource, Inc.                            
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Power Holdings, L.P.                      Infrasource Integrated Services, Inc.        
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Services, Inc.                            Infrasource Corporate Services               
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Thermal Development, Inc.                                                              
10 S. Dearborn Street                                                                         
Chicago, Illinois 60603                                                                       

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Exelon Thermal Holdings, Inc.                    International Communications Services, Inc.  
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Exelon Thermal Technologies, Inc.                M.J. Electric, Inc.                          
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

ExTel Corporation, LLC                           Mechanical Specialties Incorporated          
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

ExTex La Porte Limited Partnership               Michigan Trenching Service, Inc.             
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Fischbach and Moore Electric, Inc.               Mid-Atlantic Pipeliners, Inc.                
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Fischbach and Moore Electrical Contracting, Inc. MRM Technical Group, Inc.                    
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Fischbach and Moore, Inc.                        Mueller Distribution Contractors, Inc.       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Mueller Pipeliners, Inc.                         PECO Energy Capital Corp.                    
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

NEWCOTRA, Inc.                                   PECO Energy Power Company                    
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Northwind Chicago, LLC                           PECO Energy Transaction Trust                
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Northwind Midway LLC                                                                          
10 S. Dearborn Street                                                                         
Chicago, Illinois 60603                                                                       

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Northwind Termal Technologies, Inc.              Penesco Company, LLC                         
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

OSP Consultants, Inc.                            PHT Holdings, LLC                            
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

OSP Telecom, Inc.                                Port City Power, LLC                         
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

OSP, Inc.                                        Rand-Bright Corporation                      
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

P.A.C.E. Environmental, LLC                      RJE Telecom, Inc.                            
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

P.A.C.E. Field Service, LLC                      Scherer Holding 1, LLC                       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

PEC Financial Services LLC                       Scherer Holding 2, LLC                       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Scherer Holding 3, LLC                           Unicom Power Holdings, Inc.                  
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Spruce Holdings G.P. 2000, LLC                   Unicom Power Marketing, Inc.                 
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Spruce Holdings L.P. 2000, LLC                   Unicom Resources, Inc.                       
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Sunesys of Virginia, Inc.                        Utility Locate & Mapping Services, Inc.      
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Susquehanna Electric Company                     UTT Nevada, Inc.                             
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Susquehanna Power Company                        VSI Group, Inc.                              
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

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T.H. Green Electric Company, Inc.                Wansley Holdings 1, LLC                      
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

Texas Ohio Gas, Inc.                             Wansley Holdings 2, LLC                      
10 S. Dearborn Street                            10 S. Dearborn Street                        
Chicago, Illinois 60603                          Chicago, Illinois 60603                      

The Properties of the Susquehanna Canal                                                       
10 S. Dearborn Street                                                                         
Chicago, Illinois 60603                                                                       

Trinity Industries, Inc.                                                                      
10 S. Dearborn Street                                                                         
Chicago, Illinois 60603                                                                       

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E.        None                                                                  

F.        SCHEDULES SUPPORTING ITEMS OF THE REPORT.                             

    *F.1      The consent of the independent accountants as to their
                 opinion on Exelon's consolidated financial statements and
 the footnotes is included in Exhibit F.1.

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Exhibit F.1                                                                     

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Annual Report to the
Securities and Exchange Commission on Form U5S of Exelon Corporation for the    
year ended December 31, 2000 filed pursuant to the Public Utility Holding       
Company Act of 1935, of our report dated January 30,2001 relating to the        
consolidated financial statements of Exelon Corporation which are incorporated  
by reference in their Annual Report on Form 10-K for the year ended December 31,
2000 and our reports dated January 30, 2001 relating to the consolidated        
financial statements of Commonwealth Edison Company and PECO Energy Company     
which are included in their Annual Reports on Form 10-K for the year ended      
December 31, 2000.                                                              

PricewaterhouseCoopers                                                          
Chicago, Illinois                                                               
April 30, 2001                                                                  

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      *F.2      Supporting plant, depreciation and reserve schedules for
                   Commonwealth Edison Company and Commonwealth Edison Company
                of Indiana, Inc. from FERC Form No. 1 - Annual Report of
                   Major Electric Utilities, Licensees, and Others as follows:
(previously filed on Form SE)           

               Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion

Nuclear Fuel Materials                  

Electric Plant in Service               

Electric Plant Held for Future Use      

Construction Work in Progress - Electric

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                  Accumulated Provision for Depreciation of Electric Utility
Plant                                   

Non-utility Property                    

      **F.3     Supporting plant, depreciation and reserve schedules for
                   PECO and SECO from FERC Form No. 1 - Annual Report of Major
                Electric Utilities, Licensees, and Others and the Annual
                  Report to the Pennsylvania Public Utility Commission filed
herewith on Form SE.                    

               Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion

Nuclear Fuel Materials                  

Electric Plant in Service               

Electric Plant Held for Future Use      

Construction Work in Progress - Electric

                  Accumulated Provision for Depreciation of Electric Utility
Plant                                   

Non-utility Property                    

Utility Plant and Adjustments           

Completed Construction not Classified   

Preliminary Retirement Estimates        

                 Accumulated Provision for Depreciation, Amortization, and
Depletion of Plant and Adjustments      

G.        FINANCIAL DATA SCHEDULES                                              

        Not available, as financial data schedules are no longer required to
be filed.                                                   

*H.       ORGANIZATION CHART                                                    

(Previously filed on Form SE)                               

I.        EWG OR FOREIGN UTILITY COMPANY FINANCIAL STATEMENTS                   

**I.1     AmerGen Energy Company LLC Financial Statements   

Filed confidentially on Form SE.        

          **I.2     Sithe Energies, Inc. and Subsidiaries Consolidated Financial
Statements                              

Filed confidentially on Form SE.        

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 SIGNATURE

Exelon Corporation, a registered holding company, has duly caused this annual   
report for the year ended December 31, 2000 to be signed on its behalf by the   
undersigned thereunto duly authorized, pursuant to the requirements of the      
Public Utility Holding Company Act of 1935.                                     

                                        EXELON CORPORATION

                                                 By:  /S/ Ruth Ann M. Gillis
                                                     ---------------------
                                                      Ruth Ann M. Gillis
                                                     Senior Vice President and
                                                       Chief Financial Officer

April 30, 2002                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘U5S/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/30/02		63
		12/31/01		15					10-K,  10-K/A,  11-K,  U-13-60,  U-13-60/A,  U5S,  U5S/A
		5/1/01		3					U5S
		4/30/01		60					S-3/A
		4/18/01		3
		3/30/01		15
		1/30/01		60					8-K
		1/1/01		3		29
For Period End:		12/31/00		1		63			10-K,  10-K/A,  11-K,  U-13-60,  U5S
		12/8/00		17
		11/14/00		5
		10/20/00		18					8-K,  8-K/A,  U5A
		9/1/00		21
		9/2/98		18
		1/26/98		18
		1/1/97		21
		1/31/96		20		21
		5/24/95		19
		2/8/94		19
		12/23/93		19
		10/27/93		19
		8/19/93		19
		6/30/93		20
		5/21/93		20
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