PECO ENERGY COMPANY First and Refunding Mortgage Bonds, 5.35% Series Due 2018 Underwriting AgreementPeco Energy Co • March 3rd, 2008 • Electric & other services combined • New York
PECO Energy Company, a corporation organized under the laws of the Commonwealth of Pennsylvania (the "Company"), proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, $500,000,000 principal amount of the Company's First and Refunding Mortgage Bonds, 5.35% Series due 2018 (the "Securities"). The Securities are to be issued under the Company's First and Refunding Mortgage, dated as of May 1, 1923 (the "Mortgage"), as amended and supplemented through the date hereof, and as further amended by the Supplemental Indenture, dated as of February 15, 2008 (the "Supplement"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The Mortgage, together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively as the "Indenture." To the extent there are no additional Underwriters listed on Schedule I other
