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

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

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. 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

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%

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. 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.

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: 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

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 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

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

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 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

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

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 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

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

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 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

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.

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.

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.

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.

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.

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: 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

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. 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).

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)

** 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

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. 2

(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 3

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). 4

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 5

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. 6

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 7

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. 8

(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. 9

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. 10

(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. 11

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 12

(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. 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 13

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 14

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 15

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 16

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 17

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 18

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 19

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 20

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 21

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 22

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 23

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 24

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 25

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 26

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 27

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 28

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 29

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 30

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

Wansley Holdings 2, LLC By: ------------------------------------------------- Scott N. Peters Assistant Secretary 32

SCHEDULE A 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

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

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

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

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

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.

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

*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

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.

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