1 EXHIBIT 4-10 AMENDED AND RESTATED TRUST AGREEMENT

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EXHIBIT 4-10

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AMENDED AND RESTATED
TRUST AGREEMENT

PECO ENERGY CAPITAL TRUST I

PECO ENERGY CAPITAL, L.P.,

as Grantor

and

PNC BANK, DELAWARE

as Trustee

Dated as of ___________, 1995

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

ARTICLE II

CONTINUATION OF TRUST
SECTION 2.01. Continuation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.02. Trust Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.03. Title to Trust Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.04. Situs of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.05. Powers of Trustee Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.06. Liability of Holders of Receipts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III

FORM OF RECEIPTS, EXECUTION AND
DELIVERY, TRANSFER, AND SURRENDER OF RECEIPTS
SECTION 3.01. Form and Transferability of Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.02. Issuance of Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.03. Registration, Transfer and Exchange of Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.04. Lost or Stolen Receipts, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.05. Cancellation and Destruction of Surrendered Receipts . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.06. Surrender of Receipts and Withdrawal of Preferred Securities . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.07. Redeposit of Preferred Securities; Execution and Delivery of
Receipts in Response Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.08. Filing Proofs, Certificates, and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE IV

DISTRIBUTIONS AND OTHER RIGHTS OF HOLDERS OF RECEIPTS

SECTION 4.01. Distributions of Monthly Distributions on Preferred Securities . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.02. Redemptions of Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.03. Distributions in Liquidation of Grantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.04. Fixing of Record Date for Holders of Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.05. Payment of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.06. Special Representative and Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.07. Changes Affecting Preferred Securities and Reclassifications, Recapitalizations, Etc. . . . . . . . . . 15

ARTICLE V

THE GUARANTEE

SECTION 5.01. The Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

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ARTICLE VI

THE TRUSTEE

SECTION 6.01. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.02. Obligations of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.03. Resignation and Removal of the Trustee, Appointment of Successor Trustee . . . . . . . . . . 18
SECTION 6.04. Corporate Notices and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6.05. Status of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6.06. Appointment of Grantor to File on Behalf of the Trust . . . . . . . . . . . . . . . . . . . .
SECTION 6.07. Indemnification by the General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 6.08. Fees, Charges and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 6.09. Appointment of Co-Trustee or Separate Trustee. . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VII

AMENDMENT AND TERMINATION

SECTION 7.01. Supplemental Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 7.02. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VIII

MERGER, CONSOLIDATION, ETC. OF GRANTOR

SECTION 8.01. Limitation on Permitted Merger Consolidation, Etc. of Grantor . . . . . . . . . . . . . . . . 23

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.02. Exclusive Benefits of Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.03. Invalidity of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.05. Trustee's Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.06. Holders of Receipts Are Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.07. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.08. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.09. Receipts Non-Assessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.10. No Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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AMENDED AND RESTATED
TRUST AGREEMENT

AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________,
1995 (as amended from time to time, this "Trust Agreement") among PECO ENERGY
CAPITAL, L.P., a Delaware limited partnership, as grantor (the "Grantor"), PNC
BANK, DELAWARE, a Delaware banking corporation, as trustee (the "Trustee"), and
joined in by PECO ENERGY CAPITAL CORP., a Delaware corporation and the general
partner of the Grantor, not as a grantor, trustee or beneficiary but solely for
the purposes stated herein (the "General Partner").

W I T N E S S E T H:

WHEREAS, the Trustee and the Grantor established the Trust (as
defined below) under the Delaware Business Trust Act (12 Del. C. Section 3801,
et seq.) (as amended from time to time, the "Business Trust Act"), pursuant to
a Trust Agreement, dated as of October 20, 1995 (the "Original Trust
Agreement"), and a Certificate of Trust filed with the Secretary of State of the
State of Delaware on October 20, 1995; and

WHEREAS, the Trustee and the Grantor hereby desire to continue
the Trust and to amend and restate in its entirety the Original Trust
Agreement; and

WHEREAS, PECO Energy Company ("PECO Energy") proposes to
effect the exchange (the "Exchange") of Receipts each representing a ___%
Cumulative Monthly Income Preferred Security, Series B, representing a limited
partner interest of the Grantor (the "Preferred Securities"), for Depositary
Shares (as hereinafter defined), each representing a one-fourth interest in a
share of $7.96 Cumulative Preferred Stock of PECO Energy; and

WHEREAS, to facilitate the Exchange, PECO Energy requests the
Grantor to issue one Preferred Security for each Depositary Share accepted in
the Exchange and to deposit the Preferred Securities in trust for the benefit
of the holders of the Depositary Shares tendering shares which have been
accepted in the Exchange; and

WHEREAS, interests in the Trust are to be evidenced by Receipt
certificates issued by the Trustee in accordance with this Trust Agreement,
which are to be delivered to the Exchange Agent (as hereinafter defined) for
distribution to the holders of the Depositary Shares which have been accepted
in the Exchange;

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NOW, THEREFORE, in consideration of the premises contained
herein and intending to be legally bound hereby, it is agreed by and among the
parties hereto to amend and restate in its entirety the Original Trust
Agreement as follows:

ARTICLE I

DEFINITIONS

The following definitions shall apply to the respective terms
(in the singular and plural forms of such terms) used in this Trust Agreement
and the Receipts:

"Affiliate" of any specified Person means any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Business Day" means any day other than a day on which banking
institutions in the City of New York or the State of Delaware are closed for
business.

"Business Trust Act" shall have the meaning set forth in the
recitals to this Trust Agreement.

"Commission" shall have the meaning set forth in Section 6.06.

"Corporate Office" means the office of the Trustee at which at
any particular time its business in respect of matters governed by this Trust
Agreement shall be administered, which at the date of this Trust Agreement is
located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

"Depositary Shares" mean receipts issued pursuant to a Deposit
Agreement dated as of October 20, 1992 among Philadelphia Electric Company (now
PECO Energy), First Chicago Trust Company of New York, as Depositary, and the
holders of such receipts, each evidencing a one-fourth interest in a share of
$7.96 Cumulative Preferred Stock of PECO Energy.

"Exchange" shall have the meaning set forth in the recitals
to this Trust Agreement.

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"Exchange Agent" means First Chicago Trust Company of New York
in its capacity as the Exchange Agent under an Exchange Agreement dated as of
_____________, 1995 between PECO Energy and the Exchange Agent to effect the
exchange of Depository Shares for Receipts.

"General Partner" means PECO Energy Capital Corp., a Delaware
corporation, as general partner of the Grantor, and any successor thereto
pursuant to the terms of the Partnership Agreement.

"Grantor" means PECO Energy Capital, L.P., a Delaware limited
partnership, and its successors.

"Guarantee" means the Payment and Guarantee Agreement dated as
of __________, 1995, as amended from time to time with respect to the Preferred
Securities delivered by PECO Energy to the Grantor.

"Holder" means the Person in whose name a certificate
representing one or more Receipts is registered on the Register maintained by
the Registrar for such purposes.

"Partnership Agreement" means the Amended and Restated Limited
Partnership Agreement of the Grantor dated as of July 25, 1994, as amended from
time to time, together with any Action (as defined in the Partnership
Agreement) established by the General Partner.

"Paying Agent" means the Person from time to time acting as
Paying Agent as provided in Section 4.05.

"PECO Energy" means PECO Energy Company, a Pennsylvania
corporation.

"Person" means any individual, general partnership, limited
partnership, corporation, limited liability company, joint venture, trust,
business trust, cooperative or association and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

"Preferred Securities" means the ___% Cumulative Monthly
Income Preferred Securities, Series B, representing limited partner interests
of the Grantor, or any Successor Securities issued to the Trust and held by the
Trustee (unless withdrawn under Section 3.06) from time to time under this
Trust Agreement for the benefit of the Holders.

"Receipt" shall mean a trust receipt issued hereunder
representing an interest in the Trust equal to and representing a

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Preferred Security and evidenced by a certificate issued by the Trustee
pursuant to Article III.

"Register" shall have the meaning set forth in Section 3.03
of this Trust Agreement.

"Registrar" shall mean any bank or trust company appointed to
register Receipt certificates and to register transfers thereof as herein
provided.

"Special Representative" shall have the meaning set forth in
Section 13.02(d) of the Partnership Agreement.

"Successor Securities" shall have the meaning set forth in
Section 13.02(e) of the Partnership Agreement.

"Tendering Holders" means the holders of the Depositary Shares
which have been validly tendered to the Exchange Agent and accepted by the
Company for exchange.

"Trust" means the trust governed by this Trust Agreement.

"Trust Agreement" shall mean this Amended and Restated Trust
Agreement, as the same may be amended, modified, or supplemented from time to
time.

"Trust Estate" means all right, title and interest of the
Trust in and to the Preferred Securities (including any Successor Securities),
and all distributions and payments with respect thereto, including payments by
PECO Energy under the Guarantee. "Trust Estate" shall not include any amounts
paid or payable to the Trustee pursuant to this Trust Agreement, including,
without limitation, fees, expenses and indemnities.

"Trustee" shall mean PNC Bank, Delaware, a Delaware banking
corporation, in its capacity as Trustee and not in its individual capacity and
any successor as trustee hereunder.

ARTICLE II

CONTINUATION OF TRUST

SECTION 2.01. Continuation of Trust.

(a) The Trust continued hereby shall be known as
"PECO Energy Capital Trust I." The Trust exists for the sole purpose of
issuing Receipts representing the Preferred Securities held by the Trust and
performing functions directly related

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thereto. The Grantor hereby delivers to the Trustee for deposit in the Trust a
certificate representing _____ Preferred Securities for the benefit of the
Holders. Each Holder is intended by the Grantor to be the beneficial owner of
the number of Preferred Securities represented by the Receipts held by such
Holder, not to hold an undivided interest in all of the Preferred Securities.
To the fullest extent permitted by law, without the need for any other action
of any Person, including the Trustee and any other Holder, each Holder shall be
entitled to enforce in the name of the Trust the Trust's rights under the
Preferred Securities represented by the Receipts held by such Holder and any
recovery on such an enforcement action shall belong solely to such Holder who
brought the action, not to the Trust, Trustee or any other Holder individually
or to Holders as a group. Subject to Section 7.02, this Trust shall be
irrevocable.

(b) The Trustee hereby acknowledges receipt of
the Preferred Securities, registered in the name of the Trust, and its
acceptance on behalf of the Trust of the Preferred Securities, and declares
that it shall hold the Preferred Securities (including any Successor
Securities) in the Trust for the benefit of the Holders.

SECTION 2.02. Trust Account. The Trustee shall open an
account entitled "PECO Energy Capital Trust I - Trust Account." All funds
received by the Trustee on behalf of the Trust from the Preferred Securities or
pursuant to Article V will be deposited in such account by the Trustee until
distributed as provided in Article IV.

SECTION 2.03. Title to Trust Property. Legal title to all
of the Trust Estate shall be vested at all times in the Trustee.

SECTION 2.04. Situs of Trust. The situs of the Trust shall
be in Wilmington, Delaware. The Trust's bank account shall be maintained with
a bank in the State of Delaware. The Trustee shall cause to be maintained the
books and records of the Trust at the Corporate Office. The Trust Estate shall
be held in the State of Delaware. Notwithstanding the foregoing, the Trustee
may transfer such of the books and records of the Trust to a Co-Trustee
appointed pursuant to Section 6.09 or to such agents as it may appoint in
accordance with the Section 9.05 hereof, as shall be reasonably necessary (and
for so long as may be reasonably necessary) to enable such Co-Trustee or agents
to perform the duties and obligations for which such Co-Trustee or agents may
be so employed.

SECTION 2.05. Powers of Trustee Limited. The Trustee shall
have no power to create, assume or incur indebtedness or other liabilities in
the name of the Trust. The Trustee shall

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have full power to conduct the business of the Trust of holding the Preferred
Securities for the Holders and taking the other actions provided by this Trust
Agreement.

SECTION 2.06. Liability of Holders of Receipts. With
respect to the Trust, Holders of Receipts shall be entitled to the same
limitation of personal liability to which stockholders of private corporations
for profit organized under the General Corporation Law of the State of Delaware
are extended.

ARTICLE III

FORM OF RECEIPTS, EXECUTION AND
DELIVERY, TRANSFER, AND SURRENDER OF RECEIPTS

SECTION 3.01. Form and Transferability of Receipts.

(a) Receipts shall be evidenced by certificates engraved
or printed or lithographed with steel-engraved borders and underlying tint in
substantially the form set forth in Exhibit A annexed to this Trust Agreement,
with the appropriate insertions, modifications, and omissions, as hereinafter
provided.

(b) Certificates evidencing Receipts shall be executed by
the Trustee by the manual signature of a duly authorized signatory of the
Trustee, provided, however, that such signature may be a facsimile if a
Registrar (other than the Trustee) shall have countersigned the Receipts by
manual signature of a duly authorized signatory of the Registrar. No
certificate evidencing one or more Receipts shall be entitled to any benefit
under this Trust Agreement or be valid or obligatory for any purpose unless it
shall have been executed as provided in the preceding sentence. The Registrar
shall record on the Register each Receipt certificate executed as provided
above and delivered as hereinafter provided.

(c) Certificates evidencing Receipts shall be in
denominations of any whole number of Preferred Securities. All Receipt
certificates shall be dated the date of their execution or countersignature.

(d) Certificates evidencing Receipts may be endorsed with
or have incorporated in the text thereof such legends or recitals or changes
not inconsistent with the provisions of this Trust Agreement as may be required
by the Trustee or required to comply with any applicable law or regulation or
with the rules and regulations of any securities exchange upon which the

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Receipts may be listed or to conform with any usage with respect thereto.

(e) Title to any Receipt certificate that is properly
endorsed or accompanied by a properly executed instrument of transfer or
endorsement shall be transferable by delivery with the same effect as in the
case of a negotiable instrument; provided, however, that until the transfer
shall be registered on the Register as provided in Section 3.03, the Trust, the
Trustee, the Registrar and the Grantor may, notwithstanding any notice to the
contrary, treat the Holder thereof at such time as the absolute owner thereof
for the purpose of determining the Person entitled to distributions or to any
notice provided for in this Trust Agreement and for all other purposes.

SECTION 3.02. Issuance of Receipts. In connection with the
Exchange, upon receipt by the Trustee on behalf of the Trust of a certificate
or certificates for the Preferred Securities, subject to the terms and
conditions of this Trust Agreement, the Trustee on behalf of the Trust shall
execute and deliver to the Exchange Agent certificates evidencing the Receipts
for distribution to the former holders of Depositary Shares who shall thereupon
be Holders of Receipts.

SECTION 3.03. Registration, Transfer and Exchange of
Receipts. The Trustee shall cause the Register to be kept at the office of the
Registrar in which, subject to such reasonable regulations as the Trustee and
the Registrar may prescribe, the Trustee shall provide for the registration of
Receipt certificates and of transfers and exchanges of Receipt certificates as
herein provided. The Grantor hereby appoints First Chicago Trust Company of
New York as the Registrar. The Registrar shall also act as transfer agent.
The Grantor may remove the Registrar and, upon removal or resignation of the
Registrar, appoint a successor Registrar. Subject to the terms and conditions
of this Trust Agreement, the Registrar shall register the transfers on the
Register from time to time of Receipt certificates upon any surrender thereof
by the Holder in person or by a duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer or endorsement,
together with evidence of the payment of any transfer taxes as may be required
by law. Upon such surrender, the Trustee shall execute a new Receipt
certificate representing the same number of Preferred Securities in accordance
with Section 3.01(b) and deliver the same to or upon the order of the Person
entitled thereto.

At the option of a Holder, Receipt certificates may be
exchanged for other Receipt certificates representing the same number of
Preferred Securities. Upon surrender of a Receipt certificate at the office of
the Registrar or such other office

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as the Trustee may designate for the purpose of effecting an exchange of
Receipt certificates, subject to the terms and conditions of this Trust
Agreement, the Trustee shall execute and deliver a new Receipt certificate
representing the same number of Preferred Securities as the Receipt certificate
surrendered.

As a condition precedent to the registration of the transfer
or exchange of any Receipt certificate, the Registrar may require (i)
production of proof satisfactory to it as to the identity and genuineness of
any signature; and (ii) compliance with such regulations, if any, as the
Trustee or the Registrar may establish not inconsistent with the provisions of
this Trust Agreement.

No service charge shall be made to a Holder of Receipts for
any registration of transfer or exchange of Receipt certificates, but the
Trustee or the Registrar shall require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer
or exchange of Receipt certificates.

Neither the Trustee nor the Registrar shall be required (a) to
register the transfer of or exchange any Receipt certificate for a period
beginning at the opening of business ten days preceding any selection of
Receipts to be redeemed and ending at the close of business on the day of the
mailing a notice of redemption of Receipts or (b) to register the transfer of
or exchange of Receipts called or being called for redemption in whole or in
part, except as provided in Section 4.02.

SECTION 3.04. Lost or Stolen Receipts, Etc. In case any
Receipt certificate shall be mutilated or destroyed or lost or stolen and in
the absence of notice to the Trustee that such Receipt has been acquired by a
bona fide purchaser, the Trustee shall execute and deliver a Receipt
certificate of like form and tenor in exchange and substitution for such
mutilated Receipt certificate or in lieu of and in substitution for such
destroyed, lost or stolen Receipt certificate, provided, however, that the
Holder thereof provides the Trustee with (i) evidence satisfactory to the
Trustee of such destruction, loss or theft of such Receipt certificate, of the
authenticity thereof and of his ownership thereof, (ii) reasonable
indemnification satisfactory to the Trustee and (iii) payment of any expense
(including fees, charges and expenses of the Trustee) in connection with such
execution and delivery. Any duplicate Receipt certificate issued pursuant to
this Section 3.04 shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Receipt certificate shall be found at any time.

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SECTION 3.05. Cancellation and Destruction of Surrendered
Receipts. All Receipt certificates surrendered to the Trustee shall be
cancelled by the Trustee. Except as prohibited by applicable law or
regulation, at any time after six years from the date of surrender of any
Receipt certificate, the Trustee may destroy such cancelled Receipt
certificates.

SECTION 3.06. Surrender of Receipts and Withdrawal of
Preferred Securities. Any Holder of a Receipt or Receipts may withdraw any or
all of the Preferred Securities (but only in whole numbers of Preferred
Securities) represented by such Receipt or Receipts by surrendering the
certificate evidencing such Receipt or Receipts accompanied by a written
instrument of transfer and an agreement to be bound by the terms of the
Partnership Agreement at the Corporate Office or at such other office as the
Trustee may designate for such withdrawals. After such surrender, without
unreasonable delay, the Trustee shall transfer to such Holder, or to the Person
or Persons designated by such Holder as hereinafter provided, the whole number
of Preferred Securities represented by the Receipt or Receipts so surrendered;
provided, however, that the Trustee shall not issue any fractional number of
Preferred Securities. If the Receipt or Receipts delivered by the Holder to
the Trustee in connection with such withdrawal shall evidence a number of
Preferred Securities in excess of the number of Preferred Securities to be
withdrawn, the Trustee shall at the same time, in addition to such number of
Preferred Securities to be withdrawn, execute in accordance with Section 3.01
and deliver to such Holder, a new Receipt or Receipts evidencing such excess
number of Preferred Securities. If a Holder withdraws in accordance with this
Section 3.06 all of the Preferred Securities represented by its Receipt or
Receipts, such Holder shall cease to be a Holder under this Trust Agreement and
shall cease to be a beneficial owner in the Trust. Delivery of the Preferred
Securities may be made by the delivery of such certificates, documents of title
and other instruments as the Trustee may deem appropriate, which, if required
by the Holder, shall be properly endorsed or accompanied by proper instruments
of transfer.

If the Preferred Securities being withdrawn are to be
delivered to a Person or Persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Preferred Securities, such Holder
shall execute and deliver to the Trustee a written order so directing the
Trustee and the Trustee may require that the certificate evidencing the Receipt
or Receipts surrendered by such Holder for withdrawal of such Preferred
Securities be properly endorsed in blank or accompanied by a properly executed
instrument of transfer or endorsement in blank.

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A Holder who surrenders its Receipts in accordance with this
Section 3.06, or the Person or Persons designated by such Holder in the
immediately preceding paragraph, will be required to provide the Grantor with a
completed Form W-8 or such other documents or information as are requested by
the Grantor for tax reporting purposes and thereafter shall be admitted to the
Grantor as a preferred partner of the Grantor upon such Holder's receipt of a
certificate evidencing such Preferred Securities registered in such Holder's
name.

The Trustee shall deliver the Preferred Securities represented
by the Receipts surrendered to the Holder in accordance with this Section 3.06
at the Corporate Office, except that, at the request, risk and expense of the
Holder surrendering such Receipt or Receipts and for the account of the Holder
thereof, such delivery may be made at such other place as may be designated by
such Holder.

Notwithstanding anything in this Section 3.06 to the contrary,
if the Preferred Securities represented by a Receipt or Receipts have been
called for redemption in accordance with the Partnership Agreement, no Holder
of such Receipt or Receipts may withdraw any or all of the Preferred Securities
represented by such Receipt or Receipts.

SECTION 3.07. Redeposit of Preferred Securities; Execution
and Delivery of Receipts in Response Thereof. Subject to the terms and
conditions of this Trust Agreement, any holder of Preferred Securities may
redeposit withdrawn Preferred Securities under this Trust Agreement by delivery
to the Trust, of a certificate or certificates for the Preferred Securities to
be deposited, properly endorsed or accompanied, if required by the Trust, by a
properly executed instrument of transfer or endorsement in form satisfactory to
the Trustee and in compliance with the terms of the Partnership Agreement,
together with (i) all such certifications as may be required by the Trustee in
accordance with the provisions of this Trust Agreement and (ii) a written order
directing the Trustee to execute in accordance with Section 3.01 and deliver to
or upon the written order of the Person or Persons stated in such order a
certificate evidencing a Receipt or Receipts for the number of Preferred
Securities so deposited.

If required by the Trustee, Preferred Securities presented for
deposit at any time shall also be accompanied by an agreement or assignment, or
other instrument satisfactory to the Trustee, that will provide for the prompt
transfer to the Trustee or its nominee of any distribution or other right that
any Person in whose name the Preferred Securities are registered may thereafter
receive upon or in respect of such deposited Preferred

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Securities, or in lieu thereof such agreement of indemnity or other agreement
as shall be satisfactory to the Trustee.

Upon receipt by the Trustee of a certificate or certificates
for Preferred Securities to be deposited hereunder, together with the other
documents specified above, the Trustee shall, as soon as transfer and
registration can be accomplished in accordance with the terms of the
Partnership Agreement, present such certificate or certificates to the General
Partner of the Grantor for transfer and registration in the name of the Trustee
or its nominee of the Preferred Securities being deposited. Deposited
Preferred Securities shall be held by the Trustee on behalf of the Trust for
the benefit of the Holders.

Upon receipt by the Trustee of a certificate or certificates
for Preferred Securities to be deposited hereunder, together with the other
documents specified above, the Trust, subject to the terms and conditions of
this Trust Agreement, shall execute in accordance with Section 3.01 and deliver
to or upon the order of the Person or Persons named in the written order
delivered to the Trustee referred to in the first or second paragraph of this
Section 3.07 a Receipt or Receipts for the number of Preferred Securities so
deposited by such Person or Persons. The Trustee shall execute and deliver
such Receipt or Receipts at the Corporate Office, except that, at the request,
risk and expense of any Person requesting such delivery, such delivery may be
made at such other place as may be designated by such Person. In each case,
delivery will be made only upon payment by such Person to the Trustee of all
taxes and other governmental charges and any fees payable in connection with
such deposit and the transfer of the deposited Preferred Securities.

SECTION 3.08. Filing Proofs, Certificates, and Other
Information. Any Person presenting Preferred Securities for redeposit in
accordance with Section 3.07 may be required from time to time to file such
proof of residence or other information, to execute such Preferred Security
certificates and to make such representations and warranties as the Trustee may
reasonably deem necessary or proper. The Trustee may withhold or delay the
delivery of any Receipt or Receipts, the transfer, redemption or exchange of
any Receipt or Receipts or the making of any distribution until such proof or
other information is filed, such certificates are executed or such
representations and warranties are made.

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ARTICLE IV

DISTRIBUTIONS AND OTHER RIGHTS OF HOLDERS OF RECEIPTS

SECTION 4.01. Distributions of Monthly Distributions on
Preferred Securities. Whenever the Trustee shall receive any cash distribution
representing a monthly distribution on the Preferred Securities (whether or not
distributed by the Grantor on the regular monthly distribution date therefor)
or payment under the Guarantee in respect thereof pursuant to Article V of this
Agreement, the Trustee acting directly or through any Paying Agent shall
distribute to Holders of Receipts on the record date fixed pursuant to Section
4.04, such amounts in proportion to the respective numbers of Preferred
Securities represented by the Receipts held by such Holders.

SECTION 4.02. Redemptions of Preferred Securities. Whenever
the Grantor shall elect or is required to redeem Preferred Securities in
accordance with the Partnership Agreement, it shall (unless otherwise agreed in
writing with the Trustee) give the Trustee not less than 40 days' prior notice
thereof. The Trustee shall, as directed by the Grantor, mail, or cause to be
mailed, first-class postage prepaid, notice of the redemption of Preferred
Securities and the proposed simultaneous redemption of the Receipts to be
redeemed in connection herewith, not less than 30 and not more than 60 days
prior to the date fixed for redemption (the "Redemption Date") of the Receipts.
Such notice shall be mailed to the Holders of the Receipts to be redeemed, at
the addresses of such Holders as the same appear on the records of the
Registrar. No defect in the notice of redemption or in the mailing or delivery
thereof or publication of its contents shall affect the validity of the
redemption proceedings. The Grantor shall provide the Trustee with such
notice, and each such notice shall state: the Redemption Date; the redemption
price at which the Receipts and the Preferred Securities are to be redeemed;
that all outstanding Receipts are to be redeemed or, in the case of
a redemption of fewer than all outstanding Receipts in connection with a
partial redemption of Preferred Securities, the number of such Receipts held by
such Holder to be so redeemed; the place or places where Receipts to be
redeemed are to be surrendered for redemption; and specifying the CUSIP number
assigned to the Receipts. In case fewer than all the outstanding Receipts are
to be redeemed, the Receipts to be redeemed shall be selected by lot or pro
rata (as nearly as may be practicable without creating fractional shares) or by
any other equitable method determined by the Trustee.

The Grantor agrees that if a partial redemption of the
Preferred Securities would result in a delisting of the Receipts

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from any national exchange on which the Receipts are then listed, the Grantor
will only redeem the Preferred Securities in whole.

On the date of any such redemption of Preferred Securities,
provided that the Grantor (or PECO Energy pursuant to the Guarantee) shall then
have deposited with the Trustee the aggregate amount payable upon redemption of
the Preferred Securities to be redeemed, the Trustee shall redeem (using the
funds so deposited with it) Receipts representing the same number of Preferred
Securities redeemed by the Grantor.

Notice having been mailed by the Trustee as aforesaid, from
and after the Redemption Date (unless the Grantor shall have failed to redeem
the Preferred Securities to be redeemed by it as set forth in the Grantor's
notice provided for in this Section 4.02 and PECO Energy shall have failed to
pay the redemption price of the Preferred Securities under the Guarantee), the
Receipts called for redemption shall be deemed no longer to be outstanding and
all rights of the Holders of Receipts (except the right to receive cash upon
surrender of Receipts) shall cease and terminate. Upon surrender in accordance
with said notice of the Receipts endorsed or assigned for transfer, if the
Trustee shall so require, the Holders of such Receipts shall receive for each
such Receipt an amount equal to the redemption price for each Preferred
Security, in addition to accrued and unpaid distributions thereon to the date
fixed for redemption.

If fewer than all of the Receipts of any Holder are called for
redemption, the Registrar will deliver to the Holder of such Receipts upon
surrender of the certificate evidencing such Receipts a new certificate
evidencing the number of Receipts not called for redemption.

SECTION 4.03. Distributions in Liquidation of Grantor. Upon
receipt by the Trust of any distribution from the Grantor upon the liquidation
of the Grantor or any payment under the Guarantee in respect thereof pursuant
to Article V of this Trust Agreement, after satisfaction of creditors of the
Trust as required by applicable law, the Trustee shall distribute to the
Holders of Receipts on the record date fixed pursuant to Section 4.04, such
amounts in proportion to the respective number of Preferred Securities which
were represented by the Receipts held by such Holders.

SECTION 4.04. Fixing of Record Date for Holders of Receipts.
Whenever any distribution (other than upon any redemption) shall become
payable, or whenever the Trustee shall receive notice of any meeting at which
holders of Preferred Securities are entitled to vote or of which holders of
Preferred Securities are entitled to notice, the Trustee shall in each such

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instance fix a record date (which shall be the same date as the record date
fixed by the General Partner with respect to the Preferred Securities) for the
determination of the Holders of Receipts who shall be entitled (i) to receive
such distribution, and (ii) to receive notice of, and to give instructions for
the exercise of voting rights at, any such meeting.

SECTION 4.05. Payment of Distributions. The Grantor shall
appoint one or more Paying Agents for the purpose of paying monthly
distributions on, the redemption price of, and distributions in liquidation on
the Receipts. The Grantor hereby appoints First Chicago Trust Company of New
York to act as Paying Agent and designates the __________ office of the Paying
Agent as the place of payment of the redemption price of and to distribution in
liquidation on the Receipts. The aforesaid appointment and designation shall
remain in effect until changed by the Grantor. Payments of monthly
distributions on the Receipts shall be payable by check mailed to the addresses
of the Holders thereof on the record date therefor. Payments of the redemption
price of Receipts and distributions in liquidation shall be made upon surrender
of such Receipts at the office of the Paying Agent. The Trustee is hereby
authorized to direct the Grantor to pay monthly distributions on, the
redemption price of, and distributions in liquidation on, the Preferred
Securities directly to the Paying Agent for distribution in accordance with the
terms of this Trust Agreement.

SECTION 4.06. Special Representative and Voting Rights.

(a) If the holders of the Preferred Partner Interests (as
defined in the Partnership Agreement), acting as a single class, are entitled
to appoint and authorize a Special Representative pursuant to Section 13.02(d)
of the Partnership Agreement, the Trustee shall notify the Holders of the
Receipts of such right, request direction of each Holder of a Receipt as to the
appointment of a Special Representative and vote the Preferred Securities
represented by such Receipt in accordance with such direction. If the General
Partner fails to convene a general meeting of the Partnership as required in
Section 13.02(d) of the Partnership Agreement, the Trustee shall notify the
Holders of the Receipts and, if so directed by the Holders of Receipts
representing Preferred Securities constituting at least 10% of the aggregated
stated liquidation preference of the outstanding Preferred Partner Interests
(as defined in the Partnership Agreement) shall convene such meeting.

(b) Upon receipt of notice of any meeting at which the
Holders of Preferred Securities are entitled to vote, the Trustee shall, as
soon as practicable thereafter, mail to the Holders of Receipts a notice, which
shall be provided by the General Partner

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and which shall contain (i) such information as is contained in such notice of
meeting, (ii) a statement that the Holders of Receipts at the close of business
on a specified record date fixed pursuant to Section 4.04 will be entitled,
subject to any applicable provision of law or of the Partnership Agreement, to
instruct the Trustee as to the exercise of the voting rights pertaining to the
amount of Preferred Securities represented by their respective Receipts, and
(iii) a brief statement as to the manner in which such instructions may be
given. Upon the written request of a Holder of a Receipt on such record date,
the Trustee shall vote or cause to be voted the number of Preferred Securities
represented by the Receipts evidenced by such Receipt in accordance with the
instructions set forth in such request. The Grantor hereby agrees to take all
reasonable action that may be deemed necessary by the Trustee in order to
enable the Trustee to vote such Preferred Securities or cause such Preferred
Securities to be voted. In the absence of specific instructions from the
Holder of a Receipt, the Trustee will abstain from voting to the extent of the
Preferred Securities represented by such Receipt.

SECTION 4.07. Changes Affecting Preferred Securities and
Reclassifications, Recapitalizations, Etc. Upon any consolidation,
amalgamation, merger, replacement, or conveyance, transfer or lease by the
Partnership of its properties and assets as an entirety in accordance with
Section 13.02(e) of the Partnership Agreement, the Trustee shall, upon the
instructions of the Grantor, treat any Successor Securities or other property
(including cash) that shall be received by the Trustee in exchange for or upon
conversion of or in respect of the Preferred Securities as part of the Trust
Estate and Receipts then outstanding shall thenceforth represent the
proportionate interests of Holders thereof in the new deposited property so
received in exchange for or upon conversion or in respect of such Preferred
Securities.

ARTICLE V

THE GUARANTEE

SECTION 5.01. The Guarantee. In connection with the issuance
of the Preferred Securities, PECO Energy has delivered to the General Partner
the Guarantee for the benefit of the holders of the Preferred Securities. If
the General Partner or the Grantor receives any payment under the Guarantee,
the General Partner or the Grantor, as the case may be, will immediately
transfer such payment to the Trustee. All rights to enforce the Guarantee
shall remain in the General Partner, except to the extent set forth in Section
2.04 of the Payment and Guarantee

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Agreement executed by PECO Energy Company on October __, 1995 for the benefit
of the holders of the Preferred Securities.

ARTICLE VI

THE TRUSTEE

SECTION 6.01. Eligibility. This Trust Agreement shall at all
times have a Trustee which is a bank that has its principal place of business
in the State of Delaware and shall have a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of conditions at
least annually, pursuant to law or to the requirements of Federal, State,
Territorial or District of Columbia supervising or examining authority, then
for the purposes of this Section 6.01, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published.

In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.01, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.03.

The Trustee shall make available for inspection by Holders of
Receipts at the Corporate Office and at such other places as it may from time
to time deem advisable during normal business hours any reports and
communications received from the Grantor, the General Partner or PECO Energy by
the Trustee as the holder of Preferred Securities.

Promptly upon request from time to time by the Grantor, the
Trustee shall cause the Registrar to furnish to it a list, at the sole expense
of the General Partner, as of a recent date, of the names, addresses and
holdings of all Persons in whose names Receipts are registered on the Register.

SECTION 6.02. Obligations of the Trustee. The Trustee does
not assume any obligation nor shall it be subject to any liability under this
Trust Agreement or any Receipt to Holders of Receipts other than that it agrees
to use good faith in the performance of such duties as are specifically
assigned to the Trustee in this Trust Agreement.

The Trustee shall not be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding with respect to
Preferred Securities or Receipts that in its opinion may involve it in expense
or liability, unless indemnity

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satisfactory to it against all expense and liability be furnished as often as
may be required.

In the event that the Trustee is uncertain as to application
or interpretation of any provision of this Trust Agreement or must choose
between alternative courses of action, the Trustee may seek the instructions of
the Grantor (or the Special Representative if one has been appointed) by
written notice requesting instructions. The Trustee shall take and be
protected in taking such action as has been directed by the Grantor (or the
Special Representative if one has been approved) provided that if the Trustee
does not receive instructions within 10 days or such shorter time as is set
forth in the Trustee notice, the Trustee shall be under no duty to take or
refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the interest of the Holders.

The Trustee shall not be liable for any action or any failure
to act by it in reliance upon the advice of or information from legal counsel,
accountants, any Holder of a Receipt or any other Person believed by it in good
faith to be competent to give such advice or information. The Trustee may rely
and shall be protected in acting upon any written notice, request, direction or
other document believed by it to be genuine and to have been signed or
presented by the proper party or parties.

The Trustee, its parent, Affiliates, or subsidiaries may own,
buy, sell, or deal in any class of securities of the Grantor, the General
Partner or PECO Energy and its Affiliates and in Receipts or become pecuniarily
interested in any transaction in which the Grantor, the General Partner or PECO
Energy or its Affiliates may be interested or contract with or lend money to or
otherwise act as fully or as freely as if it were not the Trustee hereunder.
The Trustee may also act as transfer agent or registrar of any of the
securities of the Grantor, the General Partner or PECO Energy and its
Affiliates or act in any other capacity for PECO Energy or its Affiliates.

The Trustee (and its officers, directors, employees, and
agents) makes no representation nor shall it have any responsibility with
respect to the Exchange or as to the validity of the registration statement
pursuant to which the Receipts are registered under the Securities Act, the
Preferred Securities, the Guarantee or the Receipts (except for its
counter-signatures thereon) or any instruments referred to therein or herein,
or as to the correctness of any statement made therein or herein; provided,
however, that the Trustee is responsible for its representations in this Trust
Agreement.

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The Trustee assumes no responsibility for the correctness of
the description that appears in the Receipts, which can be taken as a statement
of the Grantor summarizing certain provisions of this Trust Agreement.
Notwithstanding any other provision herein or in the Receipts, the Trustee
makes no warranties or representations as to the validity, genuineness or
sufficiency of any Preferred Securities or the Guarantee or of the Receipts, as
to the validity or sufficiency of this Trust Agreement, as to the value of the
Receipts or as to any right, title or interest of the Holders of Receipts,
except that the Trustee hereby represents and warrants as follows: (i) the
Trustee has been duly organized and is validly existing and in good standing
under the laws of the State of Delaware, with full power, authority and legal
right under such laws to execute, deliver and carry out the terms of this Trust
Agreement; (ii) this Trust Agreement has been duly authorized, executed and
delivered by the Trustee; and (iii) this Trust Agreement constitutes a valid
and binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms subject to equitable principles and laws affecting
the enforcement of creditors' rights generally.

SECTION 6.03. Resignation and Removal of the Trustee,
Appointment of Successor Trustee. The Trustee may at any time resign as
Trustee hereunder by notice of its election to do so delivered to the Grantor
and the General Partner, such resignation to take effect upon the appointment
of a successor trustee and its acceptance of such appointment as hereinafter
provided.

The Trustee may at any time be removed by the Grantor by
notice of such removal delivered to the Trustee, such removal to take effect
upon the appointment of a successor trustee and its acceptance of such
appointment as hereinafter provided.

In case at any time the Trustee acting hereunder shall resign
or be removed, the Grantor shall, within 45 days after the delivery of the
notice of resignation or removal, as the case may be, appoint a successor
trustee, which shall be a bank or trust company, or an Affiliate of a bank or
trust company, having its principal office in the State of Delaware and having
a combined capital and surplus of at least $50,000,000. If a successor Trustee
shall not have been appointed in 45 days, the resigning Trustee may petition a
court of competent jurisdiction to appoint a successor trustee. Every
successor trustee shall execute and deliver to its predecessor and to the
Grantor and the General Partner an instrument in writing accepting its
appointment hereunder, and thereupon such successor trustee, without any
further act or deed, shall become fully vested with all the rights, powers,
duties, and obligations of its predecessor and for all purposes shall be the
Trustee under this Trust Agreement,

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and such predecessor, upon payment of all sums due it and on the written
request of the Grantor, shall promptly execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all rights, title and
interest in the Preferred Securities and any moneys or property held hereunder
to such successor and shall deliver to such successor a list of the Holders of
all outstanding Receipts. Any successor depositary shall promptly mail notice
of its appointment to the Holders of Receipts.

Any Person into or with which the Trustee may be merged,
consolidated or converted, or any Person succeeding to the corporate trust
business of the Trustee, shall be the successor of such Trustee without the
execution or filing of any document or any further act, provided such Person
shall be eligible under the provisions of the immediately preceding paragraph.

SECTION 6.04. Corporate Notices and Reports. The General
Partner agrees that it will give timely notice to the Trustee and any Paying
Agent of any record date for the Preferred Securities and that it will deliver
to the Trustee, and the Trustee will, promptly after receipt thereof, transmit
to the Holders of Receipts, in each case at the address recorded on the
Register, copies of all notices and reports (including financial statements)
required by law, by the rules of any national securities exchange upon which
the Receipts are listed or by the Partnership Agreement to be furnished to
holders of Preferred Securities. Such transmission will be at the expense of
the General Partner and the General Partner will provide the Trustee with such
number of copies of such documents as the Trustee may reasonably request. In
addition, the Trustee will transmit to the Holders of Receipts at the Grantor's
expense such other documents as may be requested by the Grantor.

SECTION 6.05. Status of Trust. It is intended that the
Trust shall not be an "investment company" under the Investment Company Act of
1940, as amended. While it is expressly understood and agreed that the Trustee
is acting only in a ministerial capacity hereunder, the Securities and Exchange
Commission (the "Commission") has determined that as of the date hereof, the
Trust is an issuer under the Federal securities laws and is thus required to
sign any registration statement filed or to be filed in connection with the
Receipts.

SECTION 6.06. Appointment of Grantor to File on Behalf of
Trust. The Grantor and the Trustee hereby authorize and direct the Grantor, as
the sponsor of the Trust (i) to file with the Commission and execute, in each
case on behalf of the Trust, (a) the Registration Statement on Form S-4 (the
"1933 Act

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Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement (including the offering
circular/prospectus and the exhibits contained therein), relating to the
registration under the Securities Act of 1933, as amended, of the Receipts of
the Trust and certain other securities; (b) a Registration Statement on Form
8-A (the "1934 Act Registration Statement"), including all pre-effective and
post-effective amendments thereto relating to the registration of the Receipts
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and (c) any reports or other papers on documents required to
be filed by, or desirable to be filed with, the Commission, under the Exchange
Act ("Exchange Act Reports"); (ii) to file with the New York Stock Exchange or
Philadelphia Stock Exchange (each an "Exchange") and execute on behalf of the
Trust one or more listing applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Receipts to be listed on any of the Exchanges; (iii) to
file and execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process
and other papers and documents as shall be necessary or desirable to register
the Receipts under the securities or "Blue Sky" laws of such jurisdictions as
the Grantor, on behalf of the Trust, may deem necessary or desirable and (iv)
to execute on behalf of the Trust that certain Dealer Manager Agreement
relating to the Receipts, among the Trust, the Grantor and the Dealer Managers
named therein, substantially in the form included as Exhibit 1 to the 1933 Act
Registration Statement.

SECTION 6.07. Indemnification by the General Partner. To the
fullest extent permitted by law, the General Partner agrees to indemnify and
defend the Trustee, the Registrar and any Paying Agent and their directors,
officers, employees and agents against, and hold each of them harmless from,
any liability, costs and expenses (including reasonable attorneys' fees) that
may arise out of or in connection with its acting as the Trustee or the
Registrar or Paying Agent, respectively, under this Trust Agreement and the
Receipts, except for any liability arising out of negligence, bad faith or
willful misconduct on the part of any such Person or Persons.

SECTION 6.08. Fees, Charges and Expenses. No fees, charges,
or expenses of the Trustee or any Trustee's agent hereunder or of any Registrar
shall be payable by any Person other than the General Partner, provided that if
the Trustee incurs fees, charges or expenses for which it is not otherwise
liable under this Trust Agreement due to any action taken at the election of a
Holder of Receipts or other Person, such Holder or other Person will be liable
for such fees, charges and expenses.

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SECTION 6.09. Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Trust
Agreement, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any party of the Trust must at the time be located,
the Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the Holders,
such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section 6.09, such powers, duties, obligations, rights and
trusts as the Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as successor trustee under Section 6.03 and no notice to the Holders of the
appointment of any co-trustee or separate trustee shall be required.

(b) Every separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

(i) all rights, powers, duties and obligations
conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly (it being understood
that such separate trustee or co-trustee is not authorized to act
separately without the Trustee joining in such act), except to the
extent that under any laws of any jurisdiction in which any particular
act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the
Trust or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Trustee;

(ii) no Trustee hereunder shall be personally liable
by reason of any act or omission of any other trustee hereunder; and

(iii) the Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Trust Agreement. Each separate

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trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Trust Agreement, specifically including
every provision of this Trust Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee and a copy thereof given to the
Grantor.

(d) Any separate trustee or co-trustee may at any time
constitute the Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect to this Trust Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

ARTICLE VII

AMENDMENT AND TERMINATION

SECTION 7.01. Supplemental Trust Agreement. The Grantor or
the General Partner may, and the Trustee shall, at any time and from time to
time, without the consent of the Holders, enter into one or more agreements
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(a) to evidence the succession of another
partnership, corporation or other entity to the Grantor or the General Partner
and the assumption by any such successor of the covenants of the Grantor or the
General Partner herein contained; or

(b) to add to the covenants of the Grantor or the
General Partner for the benefit of the Holders, or to surrender any right or
power herein conferred upon the Grantor or the General Partner; or

(c) (i) to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein
or (ii) to make any other provisions with respect to matters or questions
arising under this Trust Agreement, provided that any such action taken under
subsection (c)(ii) hereof shall not materially adversely affect the interests
of the Holders; or

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(d) to cure any ambiguity or correct any mistake.

Any other amendment or agreement supplemental hereto must be
in writing and approved by Holders of 66-2/3% of the then-outstanding Receipts.

SECTION 7.02. Termination. The Trust Agreement shall
terminate on the date that all outstanding Receipts have been redeemed or there
has been a final distribution in respect of the Preferred Securities in
connection with any liquidation, dissolution or winding up of the Grantor and
such distribution has been made to the Holders of the Receipts. Except as
provided in Section 6.07 and Section 6.08, upon termination of this Trust
Agreement and the Trust in accordance with the foregoing, the respective
obligations and responsibilities of the Trustee, the Grantor and the General
Partner created hereby shall terminate.

ARTICLE VIII

MERGER, CONSOLIDATION, ETC. OF GRANTOR

SECTION 8.01. Limitation on Permitted Merger Consolidation,
Etc. of Grantor. The Grantor agrees that it will not consolidate, amalgamate,
merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially in their entirety to any corporation or
other entity without the consent of the Holders of 66-2/3% of the Receipts
unless permitted by Section 13.02(e) of the Partnership Agreement and (i) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not cause the Receipts to be delisted by any national securities exchange
or other organization on which the Receipts are then listed, (ii) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not cause the Receipts to be downgraded by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, and
(iii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, PECO Energy has received an opinion of counsel
(which may be regular counsel to PECO Energy or an Affiliate, but not an
employee thereof) experienced in such matters to the effect that Holders of
outstanding Receipts will not recognize any gain or loss for Federal income tax
purposes as a result of the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease.

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ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Counterparts. This Trust Agreement may be
executed by the Grantor, the Trustee and the General Partner in separate
counterparts, each of which counterparts, when so executed and delivered shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument. Delivery of an executed counterpart of
a signature page to this Trust Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of this Trust Agreement. Copies of
this Trust Agreement shall be filed with the Trustee and the Trustee's agents
and shall be open to inspection during business hours at the Corporate Office
and the respective offices of the Trustee's agents, if any, by any Holder of a
Receipt.

SECTION 9.02. Exclusive Benefits of Parties. This Trust
Agreement is for the exclusive benefit of the parties hereto and the Holders of
the Receipts and the holders of Series B Preferred Securities, and their
respective successors hereunder, and shall not be deemed to give any legal or
equitable right, remedy or claim to any other Person whatsoever.

SECTION 9.03. Invalidity of Provisions. In case any one or
more of the provisions contained in this Trust Agreement or in the Receipts
should be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 9.04. Notices. Any notices to be given to the
Grantor or the General Partner hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered or sent by mail, or by
telegram or telex or telecopier confirmed by letter, addressed to the General
Partner at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
President, or at any other place to which the General Partner may have
transferred its principal executive office.

Any notices to be given to the Trustee hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or telex or telecopier
confirmed by letter, addressed to the Trustee at the Corporate Office.

Any notices given to any Holder of a Receipt hereunder or
under the Receipts shall be in writing and shall be deemed to

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have been duly given if personally delivered or sent by mail, or by telegram or
telex or telecopier confirmed by letter, addressed to such Holder at the
address of such record holder as it appears on the books of the Trustee or, if
such holder shall have timely filed with the Trustee a written request that
notices intended for such holder be mailed to some other address, at the
address designated in such request.

Delivery of a notice sent by mail, or by telegram or telex or
telecopier shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a duly addressed letter confirming an earlier
notice in the case of a telegram or telex or telecopier message) is deposited,
postage prepaid, in a post office letter box. The Trustee may, however, act
upon any telegram or telex or telecopier message received by it from the other
or from any Holder of a Receipt, notwithstanding that such telegram or telex or
telecopier message shall not subsequently be confirmed by letter as aforesaid.

SECTION 9.05. Trustee's Agents. The Trustee may from time to
time appoint agents to act in any respect for the Trustee for the purposes of
this Trust Agreement. The Trustee shall have no liability for the acts or
omissions of agents selected by it with due care. The Trustee will notify the
General Partner prior to any such action.

SECTION 9.06. Holders of Receipts Are Parties.
Notwithstanding that Holders of Receipts have not executed and delivered this
Trust Agreement or any counterpart thereof, the Holders of Receipts from time
to time shall be bound by all of the terms and conditions hereof and of the
Receipts by acceptance of delivery of Receipts.

SECTION 9.07. Governing Law. This Trust Agreement and the
Receipts and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by, and construed in accordance with, the law of the
State of Delaware without giving effect to principles of conflict of laws.

SECTION 9.08. Headings. The headings of articles and
sections of this Trust Agreement and in the form of the Receipt set forth in
Exhibit A hereto have been inserted for convenience only and are not to be
regarded as part of this Trust Agreement or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.

SECTION 9.09. Receipts Non-Assessable and Fully Paid. The
Holders of the Receipts shall not be personally liable for obligations of the
Trust, the interests in the Trust represented by the Receipts shall be
non-assessable for any losses or expenses of the Trust or for any reason
whatsoever, and the

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Receipts upon delivery thereof by the Trustee pursuant to this Trust Agreement
are and shall be deemed fully paid.

SECTION 9.10. No Preemptive Rights. No Holder shall be
entitled as a matter of right to subscribe for or purchase, or have any
preemptive right with respect to, any part of any new or additional interest in
the Trust, whether now or hereafter authorized and whether issued for cash or
other consideration or by way of distribution.

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IN WITNESS WHEREOF, the Grantor and the Trustee and the
General Partner have duly executed this Trust Agreement as of the day and year
first above set forth.

PECO ENERGY CAPITAL, L.P.

By: PECO ENERGY CAPITAL CORP.,
its general partner

By
----------------------------
Authorized Officer

PNC BANK, DELAWARE

By
----------------------------
Authorized Signatory

The General Partner joins in this Trust Agreement solely for the
purposes of obligating itself under Sections 6.04, 6.07 and 6.08 of this Trust
Agreement and not as grantor, trustee or beneficiary.

PECO ENERGY CAPITAL CORP.

By
----------------------------
Authorized Officer

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EXHIBIT A

TRUST RECEIPTS
OF PECO ENERGY CAPITAL TRUST I,
a Delaware Business Trust,
each Representing a ___% Cumulative
Monthly Income Preferred Security, Series B of
PECO Energy Capital, L.P. (a Delaware limited partnership)

No. _________ ___________ Receipts

PNC Bank, Delaware, a Delaware banking corporation, not in its
individual capacity, but solely as Trustee (the "Trustee"), hereby certifies
that ______________ is the registered owner of __________ Receipts (the
"Receipts"), each representing a ___% Cumulative Monthly Income Preferred
Security, Series B (the "Preferred Securities") of PECO Energy Capital, L.P., a
Delaware limited partnership (the "Grantor"), deposited in trust by the Grantor
with the Trustee pursuant to an Amended and Restated Trust Agreement of PECO
Energy Capital Trust I dated as of __________ (as amended or supplemented from
time to time, the "Trust Agreement") among the Grantor, the Trustee and PECO
Energy Capital Corp., the general partner of the Grantor (the "General
Partner"). Subject to the terms of the Trust Agreement, the registered Holder
hereof is entitled to a full interest in the same number of Preferred
Securities held by the Trustee under the Trust Agreement, as are represented by
the Receipts including the distribution, voting, liquidation, and other rights
of the Preferred Securities specified in the Amended and Restated Limited
Partnership Agreement of the Grantor, as amended, a copy of which is on file at
the Corporate Office.

1. The Trust Agreement. The Receipts are issued upon
the terms and conditions set forth in the Trust Agreement. The Trust Agreement
(a copy of which is on file at the Corporate Office of the Trustee) sets forth
the rights of Holders of Receipts and the rights and duties of the Trustee, the
Grantor and the General Partner. The statements made on the face and the
reverse hereof are summaries of certain provisions of the Trust Agreement and
are subject to the detailed provisions thereof, to which reference is hereby
made. In the event of any conflict or discrepancy between the provisions
hereof and the provisions of the Trust Agreement, the provisions of the Trust
Agreement will govern. Unless otherwise expressly herein provided, all defined
terms used herein shall have the meanings ascribed thereto in the Trust
Agreement.

2. Enforcement of Rights; Withdrawal of Preferred
Securities. To the fullest extent permitted by law, without the need for any
other action of any Person, including the Trustee

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and any other Holder, each Holder shall be entitled to enforce in the name of
the Trust the Trust's rights under the Preferred Securities represented by the
Receipts held by such Holder and any recovery on such an enforcement action
shall belong solely to such Holder who brought the action, not to the Trust,
Trustee or any other Holder individually or to Holders as a group. Any Holder
of a Receipt or Receipts may withdraw any or all of the Preferred Securities
(but only in whole numbers of Preferred Securities) represented by such Receipt
or Receipts by surrendering the certificate evidencing such Receipt or Receipts
accompanied by a written instrument of transfer and an agreement to be bound by
the terms of the Partnership Agreement at the Corporate Office or at such other
office as the Trustee may designate for such withdrawals; provided, however,
that the Trustee shall not issue any fractional number of Preferred Securities.
If the Receipt or Receipts delivered by the Holder to the Trust in connection
with such withdrawal shall evidence a number of Preferred Securities in excess
of the number of Preferred Securities to be withdrawn, the Trustee shall at the
same time, in addition to such number of Preferred Securities to be withdrawn,
deliver to such Holder, a new Receipt or Receipts evidencing such excess number
of Preferred Securities.

3. Distributions of Monthly Distributions on Preferred
Securities. Whenever the Trustee shall receive any cash distribution
representing a monthly distribution on the Preferred Securities (whether or not
distributed by the Grantor on the regular monthly distribution date therefor)
or payment by PECO Energy Company ("PECO Energy") under the Payment and
Guarantee Agreement dated as of ___________, 1995 (the "Guarantee") in respect
thereof, the Trustee acting directly or through any Paying Agent shall
distribute to record Holders of Receipts on the record date therefor, such
amounts in proportion to the respective numbers of Preferred Securities
represented by the Receipts held by such Holders.

4. Redemptions of Preferred Securities. Whenever the Grantor
shall elect or is required to redeem Preferred Securities in accordance with
the Partnership Agreement, it shall (unless otherwise agreed in writing with
the Trustee) give the Trustee not less than 40 days' prior notice thereof.
The Trustee shall, as directed by the Grantor, mail, first-class postage
prepaid, notice of the redemption of Preferred Securities and the proposed
simultaneous redemption of the Receipts to be redeemed, not less than 30 and
not more than 60 days prior to the date fixed for redemption (the "redemption
date") of such Preferred Securities and Receipts. Such notice shall be mailed
to the Holders of the Receipts, at the addresses of such Holders as the same
appear on the records of the Trustee. No defect in the notice of redemption or
in the mailing or delivery thereof or publication of its contents shall affect
the validity of the redemption

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proceedings. In case fewer than all the outstanding Receipts are to be
redeemed, the Receipts to be redeemed shall be selected by lot or pro rata (as
nearly as may be practicable without creating fractional shares) or by any
other equitable method determined by the Grantor. On the date of any such
redemption of Preferred Securities, provided that the Grantor (or PECO Energy
pursuant to the Guarantee) shall then have deposited with the Trustee the
aggregate amount payable upon redemption of the Preferred Securities to be
redeemed, the Trustee shall redeem (using the funds so deposited with it)
Receipts representing the same number of Preferred Securities to be redeemed by
the Grantor.

5. Distributions in Liquidation. Upon receipt by the
Trustee of any distribution from the Grantor upon the liquidation of the
Grantor or any payment under the Guarantee in respect thereof, after
satisfaction of creditors of the Trust required by applicable law, the Trustee
shall distribute to record Holders of Receipts on the record date therefor,
such amounts in proportion to the respective number of Preferred Securities
which were represented by the Receipts held by such Holders.

6. Fixing of Record Date for Holders of Receipts.
Whenever any distribution (other than upon any redemption) shall become
payable, or whenever the Trustee shall receive notice of any meeting at which
holders of Preferred Securities are entitled to vote or of which holders of
Preferred Securities are entitled to notice, the Trustee shall in each such
instance fix a record date (which shall be the same date as the record date
fixed by the General Partner with respect to the Preferred Securities) for the
determination of the record holders of Receipts who shall be entitled (i) to
receive such distribution or (ii) to receive notice of, and to give
instructions for the exercise of voting rights at, any such meeting.

7. Payment of Distributions. Payments of monthly
distributions on the Receipts shall be payable by check mailed to the addresses
of the Holders thereof on the record date therefor. Payments of the redemption
price of Receipts and distributions in liquidation shall be made against
surrender of such Receipts at the office of First Chicago Trust Company of New
York, as the Paying Agent.

8. Special Representative; Voting Rights. (a) If
the holders of the Preferred Partner Interests (as defined in the Partnership
Agreement), acting as a single class, are entitled to appoint and authorize a
Special Representative pursuant to Section 13.02(d) of the Partnership
Agreement, the Trustee shall notify the Holders of the Receipts of such right,
request direction of each Holder of a Receipt and vote the Preferred Securities
represented by such Receipt in accordance with such direction. If the General
Partner fails to convene a general

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meeting of the Partnership as required in Section 13.02(d) of the Partnership
Agreement, the Trustee shall notify the Holders of the Receipts and, if so
directed by the Holders of Receipts representing Preferred Securities
constituting at least 10% of the aggregated stated liquidation preference of
the outstanding Preferred Partner Interests (as defined in the Partnership
Agreement) shall convene such meeting.

(b) Upon receipt of notice of any meeting at
which the holders of Preferred Securities are entitled to vote, the Trustee
shall, as soon as practicable thereafter, mail to the Holders of Receipts a
notice, which shall be provided by the Grantor and which shall contain (i) such
information as is contained in such notice of meeting, (ii) a statement that
the Holders of Receipts at the close of business on a specified record date
therefor will be entitled, subject to any applicable provision of law or of the
Partnership Agreement, to instruct the Trustee as to the exercise of the voting
rights pertaining to the amount of Preferred Securities represented by their
respective Receipts, and (iii) a brief statement as to the manner in which such
instructions may be given. Upon the written request of a Holder of a Receipt
on such record date, the Trustee shall vote or cause to be voted the number of
Preferred Securities represented by the Receipts in accordance with the
instructions set forth in such request. In the absence of specific
instructions from the Holder of a Receipt, the Trustee will abstain from voting
to the extent of the Preferred Securities represented by such Receipt.

9. Changes Affecting Preferred Securities and
Reclassifications, Recapitalizations, Etc. Upon any consolidation,
amalgamation, merger, replacement, or conveyance, transfer or lease by the
Grantor of its properties and assets in their entirety in accordance with
Section 13.02(e) of the Partnership Agreement, the Trustee shall, upon the
instructions of the Grantor, treat any Successor Securities or other property
that shall be received by the Trustee in exchange for or upon conversion of or
in respect of the Preferred Securities as part of the Trust Estate, and
Receipts then outstanding shall thenceforth represent the proportionate
interests of Holders thereof in the new deposited property so received in
exchange for or upon conversion or in respect of such Preferred Securities.

10. Transfer and Exchange of Receipts. Subject to the
terms and conditions of the Trust Agreement, the Trustee shall register the
transfer on its books from time to time of Receipt certificates upon any
surrender thereof by the Holder in person or by a duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer
or endorsement, together with evidence of the payment of any transfer taxes as
may be required by law. Upon such surrender,

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the Trustee shall execute a new Receipt representing the same aggregate number
of the Receipts surrendered in accordance with the Trust Agreement and deliver
the same to or upon the order of the Person entitled thereto.

Upon surrender of a Receipt at the Corporate Office or such
other office as the Trustee may designate for the purpose of effecting an
exchange of Receipt certificates, subject to the terms and conditions of the
Trust Agreement, the Trustee shall execute and deliver a new Receipt
certificate representing the same number of Preferred Securities as the Receipt
certificate surrendered.

As a condition precedent to the registration of transfer or
exchange of any Receipt certificate, the Registrar, may require (i) the
production of proof satisfactory to it as to the identity and genuineness of
any signature; and (ii) compliance with such regulations, if any, as the
Trustee or the Registrar may establish not inconsistent with the provisions of
the Trust Agreement.

Neither the Trustee nor the Registrar shall be required (a) to
register the transfer of or exchange any Receipt certificate for a period
beginning at the opening of business ten days next preceding any selection of
Receipts to be redeemed and ending at the close of business on the day of the
mailing a notice of redemption of Receipts or (b) to transfer or exchange of
Receipts called or being called for redemption in whole or in part.

11. Title to Receipts. It is a condition of the Receipt,
and every successive Holder hereof by accepting or holding the same consents
and agrees, that title to this Receipt certificate, when properly endorsed or
accompanied by a properly executed instrument of transfer or endorsement, is
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until the transfer of this Receipt
certificate shall be registered on the books of the Trustee, the Trustee may,
notwithstanding any notice to the contrary, treat the Holder hereof at such
time as the absolute owner hereof for the purpose of determining the Person
entitled to distributions or to any notice provided for in the Trust Agreement
and for all other purposes.

12. Reports, Inspection of Transfer Books. The Trustee
shall make available for inspection by Holders of Receipts at the Corporate
Office and at such other places as it may from time to time deem advisable
during normal business hours any reports and communications received by the
Trustee as the record holder of Preferred Securities. The Registrar shall keep
books at the corporate office for the registration and

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registration of transfer of Receipts, which books at all reasonable times will
be open for inspection by the record Holders of Receipts as and to the extent
provided by applicable law.

13. Supplemental Trust Agreement. The Grantor or the
General Partner may, and the Trustee shall, at any time and from time to time,
without the consent of the Holders, enter into one or more agreements
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes: (a) to evidence the succession of another partnership,
corporation or other entity to the Grantor or the General Partner and the
assumption by any such successor of the covenants of the Grantor or the General
Partner herein contained; or (b) to add to the covenants of the Grantor or the
General Partner for the benefit of the Holders, or to surrender any right or
power herein conferred upon the Grantor or the General Partner; or (c)(i) to
correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein or (ii) to make any other
provisions with respect to matters or questions arising under this Trust
Agreement, provided that any such action taken under subsection (ii) hereof
shall not materially adversely affect the interests of the Holders; or (d) to
cure any ambiguity or correct any mistake. Any other amendment or agreement
supplemental hereto must be in writing and approved by Holders of 66-2/3% of
the then-outstanding Trust Receipts.

14. Governing Law. The Trust Agreement and this Receipt
and all rights thereunder and hereunder and provisions thereof and hereof shall
be governed by, and construed in accordance with, the law of the State of
Delaware without giving effect to principles of conflict of laws.

15. Receipt Non-Assessable and Fully Paid. Holders of
Receipts shall not be personally liable for obligations of the Trust, the
interest in the Trust represented by the Receipts shall be non-assessable for
any losses or expenses of the Trust or for any reason whatsoever, and the
Receipts upon delivery thereof by the Trustee pursuant to the Trust Agreement
are and shall be deemed fully paid.

16. Liability of Holders of Receipts. Holders of
Receipts shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.

17. No Preemptive Rights. No Holder shall be entitled as
a matter of right to subscribe for or purchase, or have any preemptive right
with respect to, any part of any new or additional interest in the Trust,
whether now or hereafter

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authorized and whether issued for cash or other consideration or by way of
distribution.

This Receipt certificate shall not be entitled to any benefits
under the Trust Agreement or be valid or obligatory for any purpose unless this
Receipt certificate shall have been executed manually or, if a Registrar for
the Receipts (other than the Trustee) shall have been appointed, by facsimile
signature of a duly authorized signatory of the Trustee and, if executed by
facsimile signature of the Trustee, shall have been countersigned manually by
such Registrar by the signature of a duly authorized signatory.

THE TRUSTEE IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY
PREFERRED SECURITIES. THE TRUSTEE ASSUMES NO RESPONSIBILITY FOR THE
CORRECTNESS OF THE FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF
THE GRANTOR SUMMARIZING CERTAIN PROVISIONS OF THE TRUST AGREEMENT. THE TRUSTEE
MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR
SUFFICIENCY OF PREFERRED SECURITIES OR OF THE RECEIPTS; AS TO THE VALIDITY OR
SUFFICIENCY OF THE TRUST AGREEMENT; AS TO THE VALUE OF THE RECEIPTS OR AS TO
ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE RECEIPTS IN AND TO
THE RECEIPTS.

Dated:

PNC BANK, DELAWARE, as Trustee,

By
------------------------------
Authorized Officer

Countersigned by
First Chicago Trust Company
of New York, as Registrar

By
--------------------------------
Authorized Officer

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[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto ____________________ the within Receipt and all rights and
interests represented by the Receipts evidenced thereby, and hereby irrevocably
constitutes and appoints ____________________ attorney, to transfer the same on
the books of the within-named Trustee, with full power of substitution in the
premises.

Dated: Signature:
------------------ ------------------------
NOTE: The signature to this assignment
must correspond with the name as
written upon the face of the Receipt
in every particular, without
alteration or enlargement, or any
change whatever.

Signature Guarantee:

------------------------------

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1 EXHIBIT 4-10 AMENDED AND RESTATED TRUST AGREEMENT

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