EX-4.1.1(A) 7 c71717exv4w1w1xay.txt SUPPLEMENTAL INDENTURE DATED MAY 20, 2002 EXHIBIT 4-1-1(a) This instrument was prepared by, and when recorded should be returned to: Richard W. Astle Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 SUPPLEMENTAL INDENTURE Dated as of May 20, 2002 COMMONWEALTH EDISON COMPANY to BNY MIDWEST TRUST COMPANY and D.G. DONOVAN Trustees Under Mortgage Dated July 1, 1923, and Certain Indentures Supplemental Thereto Providing for Issuance of FIRST MORTGAGE BONDS, POLLUTION CONTROL SERIES 2002 Due April 15, 2013 THIS SUPPLEMENTAL INDENTURE, dated as of May 20, 2002, between COMMONWEALTH EDISON COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the "Company") having an address at 10 South Dearborn Street, 37th floor, Chicago, Illinois 60603, party of the first part, BNY MIDWEST TRUST COMPANY, a trust company organized and existing under the laws of the State of Illinois having an address at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, and D.G. DONOVAN, an individual having an address at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, as Trustee and Co-Trustee, respectively, under the Mortgage of the Company dated July 1, 1923, as amended and supplemented by Supplemental Indenture dated August 1, 1944 and the subsequent supplemental indentures hereinafter mentioned, parties of the second part (said Trustee being hereinafter called the "Trustee", the Trustee and said Co-Trustee being hereinafter together called the "Trustees", and said Mortgage dated July 1, 1923, as amended and supplemented by said Supplemental Indenture dated August 1, 1944 and subsequent supplemental indentures, being hereinafter called the "Mortgage"), W I T N E S S E T H: WHEREAS, the Company duly executed and delivered the Mortgage to provide for the issue of, and to secure, its bonds, issuable in series and without limit as to principal amount except as provided in the Mortgage; and WHEREAS, the Company from time to time has executed and delivered supplemental indentures to the Mortgage to provide for (i) the creation of additional series of bonds secured by the Mortgage, (ii) the amendment of certain of the terms and provisions of the Mortgage and (iii) the confirmation of the lien of the Mortgage upon property of the Company, such supplemental indentures that are currently effective and the respective dates, parties thereto and purposes thereof, being as follows:
SUPPLEMENTAL INDENTURE DATE PARTIES PROVIDING FOR August 1, 1944 Company to Continental Illinois National Bank Amendment and restatement of and Trust Company of Chicago and Edmond B. Mortgage dated July 1, 1923 Stofft, as Trustee and Co-Trustee August 1, 1946 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Edmond B. Stofft, as Trustee and Co-Trustee April 1, 1953 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Edmond B. Stofft, as Trustee and Co-Trustee March 31, 1967 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Edward J. Friedrich, as Trustee and Co-Trustee April 1, 1967 Company to Continental Illinois National Bank Amendment of Sections 3.01, 3.02, and Trust Company of Chicago and Edward J. 3.05 and 3.14 of the Mortgage and Friedrich, as Trustee and Co-Trustee issuance of First Mortgage 5-3/8% Bonds, Series Y
2
SUPPLEMENTAL INDENTURE DATE PARTIES PROVIDING FOR February 28, 1969 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 29, 1970 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 1, 1971 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 1, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 31, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 15, 1973 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 31, 1974 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 13, 1975 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 28, 1976 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 3, 1977 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 17, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee August 31, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 18, 1979 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 20, 1980 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 16, 1981 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee
3
SUPPLEMENTAL INDENTURE DATE PARTIES PROVIDING FOR April 30, 1982 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 15, 1983 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 13, 1984 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 15, 1985 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 15, 1986 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and M.J. Kruger, as Trustee and Co-Trustee June 15, 1990 Company to Continental Bank, National Issuance of First Mortgage 9-7/8% Association and M.J. Kruger, as Trustee and Bonds, Series 75 Co-Trustee June 1, 1991 Company to Continental Bank, National Issuance of First Mortgage Bonds, Association and M.J. Kruger, as Trustee and Pollution Control Series 1991 Co-Trustee October 1, 1991 Company to Continental Bank, National Issuance of First Mortgage 8-1/4% Association and M.J. Kruger, as Trustee and Bonds, Series 76 and First Co-Trustee Mortgage 8-7/8% Bonds, Series 77 October 15, 1991 Company to Continental Bank, National Issuance of First Mortgage 8-3/8% Association and M.J. Kruger, as Trustee and Bonds, Series 78 and First Co-Trustee Mortgage 9-1/8% Bonds, Series 79 February 1, 1992 Company to Continental Bank, National Issuance of First Mortgage 7% Association and M.J. Kruger, as Trustee and Bonds, Series 80 and First Co-Trustee Mortgage 8-5/8% Bonds, Series 81 May 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 6-1/8% Association and M.J. Kruger, as Trustee and Bonds, Series 82 and First Co-Trustee Mortgage 8% Bonds, Series 83 July 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 8-1/2% Association and M.J. Kruger, as Trustee and Bonds, Series 84 Co-Trustee September 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 7-3/8% Association and M.J. Kruger, as Trustee and Bonds, Series 85 and First Co-Trustee Mortgage 8-3/8% Bonds, Series 86 February 1, 1993 Company to Continental Bank, National Issuance of First Mortgage 8-3/8% Association and M.J. Kruger, as Trustee and Bonds, Series 88 Co-Trustee
4
SUPPLEMENTAL INDENTURE DATE PARTIES PROVIDING FOR April 1, 1993 Company to Continental Bank, National Issuance of First Mortgage 6-1/2% Association and M.J. Kruger, as Trustee and Bonds, Series 90 and First Co-Trustee Mortgage 8% Bonds, Series 91 April 15, 1993 Company to Continental Bank, National Issuance of First Mortgage 7-5/8% Association and M.J. Kruger, as Trustee and Bonds, Series 92 Co-Trustee June 15, 1993 Company to Continental Bank, National Issuance of First Mortgage 7% Association and M.J. Kruger, as Trustee and Bonds, Series 93 and First Co-Trustee Mortgage 7-1/2% Bonds, Series 94 July 15, 1993 Company to Continental Bank, National Issuance of First Mortgage 6-5/8% Association and M.J. Kruger, as Trustee and Bonds, Series 96 and First Co-Trustee Mortgage 7-3/4% Bonds, Series 97 January 15, 1994 Company to Continental Bank, National Issuance of First Mortgage Bonds, Association and M.J. Kruger, as Trustee and Pollution Control Series 1994A, Co-Trustee 1994B and 1994C December 1, 1994 Company to Bank of America Illinois and Issuance of First Mortgage Bonds, Robert J. Donahue, as Trustee and Co-Trustee Pollution Control Series 1994D June 1, 1996 Company to Harris Trust and Savings Bank and Issuance of First Mortgage Bonds, D.G. Donovan, as Trustee and Co-Trustee Pollution Control Series 1996A and 1996B March 1, 2002 Company to BNY Midwest Trust Company and D.G. Issuance of First Mortgage 6.15% Donovan, as Trustee and Co-Trustee Bonds, Series 98
WHEREAS, the respective designations, maturity dates and principal amounts of the bonds of each series presently outstanding under, and secured by, the Mortgage and the several supplemental indentures above referred to, are as follows:
DESIGNATION MATURITY DATE PRINCIPAL AMOUNT First Mortgage 9-7/8% Bonds, Series 75 June 15, 2020 $ 54,171,000 First Mortgage 8-1/4% Bonds, Series 76 October 1, 2006 100,000,000 First Mortgage 8-3/8% Bonds, Series 78 October 15, 2006 125,000,000 First Mortgage 8% Bonds, Series 83 May 15, 2008 140,000,000 First Mortgage 8-1/2% Bonds, Series 84 July 15, 2022 200,000,000 First Mortgage 7-3/8% Bonds, Series 85 September 15, 2002 200,000,000 First Mortgage 8-3/8% Bonds, Series 86 September 15, 2022 200,000,000 First Mortgage 8-3/8% Bonds, Series 88 February 15, 2023 235,950,000 First Mortgage 8% Bonds, Series 91 April 15, 2023 160,000,000 First Mortgage 7-5/8% Bonds, Series 92 April 15, 2013 218,500,000
5
DESIGNATION MATURITY DATE PRINCIPAL AMOUNT First Mortgage 7% Bonds, Series 93 July 1, 2005 225,000,000 First Mortgage 7-1/2% Bonds, Series 94 July 1, 2013 147,000,000 First Mortgage 6-5/8% Bonds, Series 96 July 15, 2003 100,000,000 First Mortgage 7-3/4% Bonds, Series 97 July 15, 2023 150,000,000 First Mortgage 7.25% Bonds, Pollution Control Series June 1, 2011 100,000,000 1991 First Mortgage 5.3% Bonds, Pollution Control Series January 15, 2004 26,000,000 1994A First Mortgage 5.7% Bonds, Pollution Control Series January 15, 2009 20,000,000 1994B First Mortgage 5.85% Bonds, Pollution Control Series January 15, 2014 20,000,000 1994C First Mortgage 5.3% Bonds, Pollution Control Series March 1, 2015 91,000,000 1994D First Mortgage 4.4% Bonds, Pollution Control Series December 1, 2006 110,000,000 1996A First Mortgage 4.4% Bonds, Pollution Control Series December 1, 2006 89,400,000 1996B First Mortgage 6.15% Bonds, Series 98 March 15, 2012 400,000,000 --------------- Total $ 3,112,021,000 ===============
WHEREAS, the Mortgage provides for the issuance from time to time thereunder, in series, of bonds of the Company forthe purposes and subject to the limitations therein specified; and WHEREAS, the Company desires, by this Supplemental Indenture, to create an additional series of bonds to be issuable under the Mortgage, such bonds to be designated "First Mortgage Bonds, Pollution Control Series 2002" (hereinafter called the "bonds of Series 2002") and the terms and provisions to be contained in the bonds of Series 2002 or to be otherwise applicable thereto to be as set forth in this Supplemental Indenture; and WHEREAS, the bonds of Series 2002 and the Trustee's certificate to be endorsed thereon shall be substantially in the forms included in Exhibit A hereto; and WHEREAS, the Company is legally empowered and has been duly authorized by the necessary corporate action and by order of the Illinois Commerce Commission to make, execute and deliver this Supplemental Indenture, and to create, as an additional series of bonds of the Company, the bonds of Series 2002, and all acts and things whatsoever necessary to make this Supplemental Indenture, when executed and delivered by the Company and the Trustees, a valid, binding and legal instrument, and to make the bonds of Series 2002, when authenticated by the Trustee and issued as provided in the Mortgage and in this Supplemental Indenture, the valid, 6 binding and legal obligations of the Company, entitled in all respects to the security of the Mortgage, as amended and supplemented, have been done and performed; NOW, THEREFORE, in consideration of the premises and of the sum of one dollar duly paid by the Trustees to the Company, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Terms of the Mortgage. The terms used in this Supplemental Indenture which are defined in the Mortgage, unless otherwise specified herein, are used herein with the same meanings as in the Mortgage. SECTION 1.02. Definitions of New Terms. The following terms shall have the following meanings in this Supplemental Indenture: "IDFA" shall mean the Illinois Development Finance Authority, a political subdivision and body politic and corporate duly organized and validly existing under and by virtue of the laws of the State of Illinois. "IDFA Bonds" shall mean those certain Pollution Control Revenue Refunding Bonds (Commonwealth Edison Company Project) Series 2002 issued in the original aggregate principal amount of $100,000,000 under and pursuant to the terms of the IDFA Indenture. "IDFA Indenture" shall mean that certain Indenture of Trust dated as of June 1, 2002, between IDFA, as issuer, and Bank One, National Association, as trustee. SECTION 1.03. Rules of Construction. All references to any agreement refer to such agreement as modified, varied, or amended from time to time by the parties thereto (including any permitted successors or assigns) in accordance with its terms. ARTICLE II SECTION 2.01. Designation and Issuance of Bonds. (a) The bonds of Series 2002 shall, as hereinbefore recited, be designated as the Company's "First Mortgage Bonds, Pollution Control Series 2002." (b) Subject to the provisions of the Mortgage, the bonds of Series 2002 shall be issuable without limitation as to the aggregate principal amount thereof. SECTION 2.02. Form, Date, Maturity Date, Interest Rate and Interest Payment Dates of Bonds. (a) The definitive bonds of Series 2002 shall be in engraved, lithographed, printed or type-written form and shall be registered bonds without coupons, and such bonds and the Trustee's certificate to be endorsed thereon shall be substantially in the forms included in 7 Exhibit A hereto. The bonds of Series 2002 shall be dated as provided in Section 3.01 of the Mortgage, as amended by Supplemental Indenture dated April 1, 1967. All bonds of Series 2002 shall mature on April 15, 2013. (b) The bonds of Series 2002 shall bear interest on each day that they are outstanding at a rate per annum which is equal to the weighted-average interest rate borne on the IDFA Bonds outstanding on such date; provided, however, such interest rate on the bonds of Series 2002 shall not exceed 12% per annum. The bonds of Series 2002 shall bear interest until the principal thereof shall be paid in full. Interest on the bonds of Series 2002 shall be payable to the record holder thereof on the dates that interest is payable on the IDFA Bonds. (c) The interest on the bonds of Series 2002 so payable on any interest payment date shall, subject to the exceptions provided in Section 3.01 of the Mortgage, as amended by said Supplemental Indenture dated April 1, 1967, be paid to the person in whose name such bond is registered on such interest payment date. SECTION 2.03. Bonds Issued as Collateral Security. The bonds of Series 2002 shall be issued, delivered, and pledged to, and registered in the name of, the trustee under the IDFA Indenture in order to secure and provide for, and as collateral security for, the due and punctual payment of the principal, premium, if any, and interest due from time to time on the IDFA Bonds. SECTION 2.04. Credit for Payments on IDFA Bonds. (a) The Company shall receive a credit against its obligation to make any payment of interest on the bonds of Series 2002, whether on an interest payment date, at maturity, upon redemption, upon acceleration or otherwise, in an amount equal to the amount, if any, paid by or for the account of the Company in respect of any corresponding payment of interest on the IDFA Bonds. So long as all the bonds of Series 2002 are pledged as described in Section 2.03, the obligation of the Company to make any payment with respect to the principal of the bonds of Series 2002 shall be credited in full if, at the time that any such payment of principal shall be due, there shall have been paid by or for the account of the Company the then due principal of all IDFA Bonds which are outstanding. (b) The Trustee may conclusively presume that the obligation of the Company to pay the principal of, and premium, if any, and interest on, the bonds of Series 2002 as the same shall become due and payable has been credited in accordance with this Section 2.04 unless and until it shall have received a written notice (including a telex, telegram, telecopy or other form of written telecommunication) from the trustee under the IDFA Indenture stating that payment of the principal of, or premium, if any, or interest on, the IDFA Bonds has become due and payable and has not been fully paid and specifying the amount of funds required to make such payment. SECTION 2.05. Execution of Bonds. The bonds of Series 2002 shall be executed on behalf of the Company by its President or one of its Vice Presidents, manually or by facsimile signature, and shall have its corporate seal affixed thereto or a facsimile of such seal imprinted thereon, attested by its Secretary or one of its Assistant Secretaries, manually or by facsimile signature, all as may be provided by resolution of the Board of Directors of the Company. In case any officer or officers whose signature or signatures, manual or facsimile, shall appear upon 8 any bond of Series 2002 shall cease to be such officer or officers before such bond shall have been actually authenticated and delivered, such bond nevertheless may be issued, authenticated and delivered with the same force and effect as though the person or persons whose signature or signatures, manual or facsimile, appear thereon had not ceased to be such officer or officers of the Company. SECTION 2.06. Medium and Places of Payment of Principal of, and Premium, If Any, and Interest on, Bonds; Transferability and Exchangeability. The principal of, and premium, if any, and the interest on the bonds of Series 2002 shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such principal, premium, if any, and interest shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois, and such bonds shall be transferable and exchangeable, in the manner provided in Sections 3.09 and 3.10 of the Mortgage, at said office or agency. No charge shall be made by the Company to the registered owner of any bond of Series 2002 for the registration of transfer of such bond or for the exchange thereof for bonds of the same series of other authorized denominations, except, in the case of any transfer, a charge sufficient to reimburse the Company for any stamp or other tax or governmental charge required to be paid by the Company or the Trustee. SECTION 2.07. Denominations and Numbering of Bonds. The bonds of Series 2002 shall be issued in the denomination of $1,000 and in such multiples of $1,000 as shall from time to time hereafter be determined and authorized by the Board of Directors of the Company or by any officer or officers of the Company authorized to make such determination, the authorization of the denomination of any bond of Series 2002 to be conclusively evidenced by the execution thereof on behalf of the Company. Bonds of Series 2002 shall each be numbered R-1 and consecutively upwards. SECTION 2.08. Temporary Bonds. Until definitive bonds of Series 2002 are ready for delivery, there may be authenticated and issued in lieu of any thereof and subject to all of the provisions, limitations, and conditions set forth in Section 3.11 of the Mortgage, temporary registered bonds of Series 2002 without coupons. SECTION 2.09. Optional Redemption of Bonds. Upon the notice and in the manner provided in the paragraph under the heading "OPTIONAL REDEMPTION" of the IDFA Bonds, the bonds of Series 2002 may be redeemed, at the option of the Company, on and after the date determined thereunder, in whole at any time or in part from time to time, at the redemption prices (expressed as percentages of the principal amount of each bond of Series 2002 or portion thereof to be redeemed) set forth therein, plus accrued interest to the redemption date. SECTION 2.10. Mandatory Redemption. Upon the notice and in the manner provided in the paragraphs under the heading "MANDATORY REDEMPTION" of the IDFA Bonds, the bonds of Series 2002 shall be redeemed by the Company in whole, or as provided under such paragraphs in part, at 100% of the principal amount thereof plus accrued interest to the redemption date. SECTION 2.11. Default Mandatory Redemption. The bonds of Series 2002 shall be redeemed promptly, without notice, by the Company in whole at 100% of the principal 9 amount thereof plus accrued interest to the date of redemption following receipt by the Trustee of written notice from the trustee under the IDFA Indenture stating that the principal of the IDFA Bonds has been declared to be immediately due and payable as a result of an event of default under the IDFA Indenture. ARTICLE III CONFIRMATION OF LIEN The Company, for the equal and proportionate benefit and security of the holders of all bonds at any time issued under the Mortgage, hereby confirms the lien of the Mortgage upon, and hereby grants, bargains, sells, transfers, assigns, pledges, mortgages, warrants and conveys unto the Trustees, all property of the Company and all property hereafter acquired by the Company, other than (in each case) property which, by virtue of any of the provisions of the Mortgage, is excluded from such lien, and hereby confirms the title of the Trustees (as set forth in the Mortgage) in and to all such property. Without in any way limiting or restricting the generality of the foregoing, there is specifically included within the confirmation of lien and title hereinabove expressed the property of the Company legally described on Exhibit B attached hereto and made a part hereof. ARTICLE IV MISCELLANEOUS The terms and conditions of this Supplemental Indenture shall be deemed to be a part of the terms and conditions of the Mortgage for any and all purposes. The Mortgage, as supplemented by the indentures supplemental thereto dated subsequent to August 1, 1944 and referred to in the first paragraph of this Supplemental Indenture, and as further supplemented by this Supplemental Indenture, is in all respects hereby ratified and confirmed. This Supplemental Indenture shall bind and, subject to the provisions of Article XIV of the Mortgage, inure to the benefit of the respective successors and assigns of the parties hereto. Although this Supplemental Indenture is dated as of May 20, 2002, it shall be effective only from and after the actual time of its execution and delivery by the Company and the Trustee on the date indicated by their respective acknowledgments hereto annexed. This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. 10 IN WITNESS WHEREOF, Commonwealth Edison Company has caused this Supplemental Indenture to be executed in its name by its Senior Vice President and Treasurer, and its seal to be hereunto affixed and attested by one of its Assistant Secretaries, and BNY Midwest Trust Company, as Trustee under the Mortgage, has caused this Supplemental Indenture to be executed in its name by one of its Vice Presidents, and its seal to be hereunto affixed and attested by one of its Assistant Secretaries, and D.G. Donovan, as Co-Trustee under the Mortgage, has hereunto affixed his signature, all as of the day and year first above written. COMMONWEALTH EDISON COMPANY By: /s/ J. Barry Mitchell J. Barry Mitchell Senior Vice President and Treasurer [SEAL] ATTEST: /s/ Scott N. Peters Scott N. Peters Assistant Secretary BNY MIDWEST TRUST COMPANY By: /s/ J. Bartolini J. Bartolini Vice President [SEAL] ATTEST: /s/ C. Potter C. Potter Assistant Secretary /s/ D.G. Donovan D.G. Donovan 11 STATE OF ILLINOIS ) ) COUNTY OF COOK ) I, MARY L. KWILOS, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that J. BARRY MITCHELL, Senior Vice President and Treasurer of Commonwealth Edison Company, an Illinois corporation, one of the parties described in and which executed the foregoing instrument, and SCOTT N. PETERS, an Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such Senior Vice President and Treasurer and Assistant Secretary, respectively, and who are both personally known to me to be Senior Vice President and Treasurer and Assistant Secretary, respectively, of said corporation, appeared before me this day in person and severally acknowledged that they signed, sealed, executed and delivered said instrument as their free and voluntary act as such Senior Vice President and Treasurer and Assistant Secretary, respectively, of said corporation, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 23rd day of May, A.D. 2002. /s/ Mary L. Kwilos Mary L. Kwilos Notary Public {SEAL} My Commission expires October 26, 2005. 12 STATE OF ILLINOIS ) ) COUNTY OF COOK ) I, LINDA ELLEN GARCIA, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that J. BARTOLINI, Vice President of BNY Midwest Trust Company, an Illinois trust company, one of the parties described in and which executed the foregoing instrument, and C. POTTER, Assistant Secretary of said trust company, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such Vice President and Assistant Secretary, respectively, and who are both personally known to me to be a Vice President and an Assistant Secretary, respectively, of said trust company, appeared before me this day in person and severally acknowledged that they signed, sealed, executed and delivered said instrument as their free and voluntary act as such Vice President and Assistant Secretary, respectively, of said trust company, and as the free and voluntary act of said trust company, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 23rd day of May, A.D. 2002. /s/ Linda Ellen Garcia Linda Ellen Garcia Notary Public {SEAL} My Commission expires September 23, 2002. 13 STATE OF ILLINOIS ) ) COUNTY OF COOK ) I, LINDA ELLEN GARCIA, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that D.G. DONOVAN, one of the parties described in and which executed the foregoing instrument, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed, executed and delivered said instrument as his free and voluntary act for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 23rd day of May, A.D. 2002. /s/ Linda Ellen Garcia Linda Ellen Garcia Notary Public {SEAL} My Commission expires September 23, 2002. 14 EXHIBIT A to Supplemental Indenture COMMONWEALTH EDISON COMPANY First Mortgage Bond, Pollution Control Series 2002 Due April 15, 2013 COMMONWEALTH EDISON COMPANY, an Illinois corporation (hereinafter called the "Company"), for value received, hereby promises to pay to __________________________, as trustee under that certain Indenture of Trust dated as of June 1, 2002 between Illinois Development Finance Authority ("IDFA") and said trustee, or registered assigns, on the fifteenth day of April, 2013, the sum of __________ Dollars, and to pay interest on said sum from the date hereof until said sum shall be paid, at a rate per annum on each day which is equal to the weighted-average interest rate borne on the IDFA Bonds (as hereinafter defined) outstanding on such date, until the principal thereof shall be paid in full, subject to Section 2.04 of the Supplemental Indenture dated as of May 20, 2002 (the "Supplemental Indenture"), executed and delivered by the Company to the Trustees (as hereinafter defined), which provides for certain credits towards payment of principal of and interest on the bonds of this Series. Interest shall accrue on the bonds of this Series from the date of issuance hereof, and the payment thereof shall be credited as provided in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee receives the notice contemplated by Section 2.04(b) of the Supplemental Indenture, whereupon the interest on the bonds of this Series shall become and remain due and payable until such time as the Trustee receives a further written notice (including a telex, telegram, telecopy or other form of written telecommunication) from the trustee under the IDFA Indenture (as hereinafter defined) stating that such payments need not continue. When interest is due and payable as described above, interest on the bonds of this Series shall be payable at the same time as interest on the IDFA Bonds and upon maturity, redemption, or acceleration of the bonds of this Series, subject to Section 2.04 of the Supplemental Indenture. The interest on each bond of this Series so payable on any interest payment date shall, subject to the exceptions provided in Section 3.01 of the Mortgage (as hereinafter defined), as amended by a supplemental indenture dated April 1, 1967, be paid to the person in whose name such bond is registered on the date of such payment. The principal of, and premium, if any, and the interest on, this bond shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This bond is one of the bonds of the Company, issued and to be issued in series from time to time under and in accordance with and, irrespective of the time of issue, equally and ratably secured by the Mortgage dated July 1, 1923, and indentures supplemental thereto, under which BNY Midwest Trust Company and D.G. Donovan (collectively, the "Trustees") are now the Trustees, and is one of the First Mortgage Bonds, Pollution Control Series 2002 of the 15 Company, the issuance of which is provided for by the Supplemental Indenture, executed and delivered by the Company to such Trustees, to which Mortgage and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders and registered owners of said bonds, of the Company and of the Trustees in respect of the security, and the terms and conditions governing the issuance and security of said bonds. The term "Mortgage," as hereinafter used, shall mean said Mortgage dated July 1, 1923, and all indentures supplemental thereto. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, modifications or alterations of the Mortgage or of any indenture supplemental thereto and of the rights and obligations of the Company and of the holders and registered owners of the bonds may be made, and compliance with any provision of the Mortgage or any such supplemental indenture may be waived, by the affirmative vote of the holders and registered owners of not less than eighty per centum (80%) in principal amount of the bonds then outstanding under the Mortgage, and by the affirmative vote of the holders and registered owners of not less than eighty per centum (80%) in principal amount of the bonds of any series then outstanding under the Mortgage and affected by such modification or alteration, in case one or more but less than all of the series of bonds then outstanding under the Mortgage are so affected, but in any case excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage; subject, however, to the condition, among other conditions stated in the Mortgage, that no such modification or alteration shall be made which will permit the extension of the time or times of payment of the principal of or the interest or the premium, if any, on this bond, or the reduction in the principal amount hereof or in the rate of interest or the amount of any premium hereon, or any other modification in the terms of payment of such principal, interest or premium, which terms of payment are unconditional, or, otherwise than as permitted by the Mortgage, the creation of any lien ranking prior to or on a parity with the lien of the Mortgage with respect to any of the mortgaged property, all as more fully provided in the Mortgage. The bonds of this Series are subject to redemption, as provided in the Supplemental Indenture. In case of certain completed defaults specified in the Mortgage, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Mortgage. No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Mortgage, to or against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation, either directly or through the Company or such successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage, all as more fully provided therein. 16 This bond is transferable by the registered owner hereof, in person or by duly authorized attorney, at the office or agency of the Company in the City of Chicago, State of Illinois, upon surrender and cancellation of this bond; and thereupon a new registered bond or bonds without coupons of the same aggregate principal amount and series will, upon the payment of charges as provided in the Mortgage, be issued to the transferee in exchange herefor. Bonds of this Series are issuable only in registered form without coupons and in the denominations of $1,000 each and any authorized multiple thereof. As provided in the Mortgage, such bonds are exchangeable for registered bonds of the same series as between authorized denominations. Any such exchange may be made by the registered owner of any such bond or bonds upon presentation thereof for that purpose at the office or agency of the Company in the City of Chicago, State of Illinois. This bond shall not be entitled to any security or benefit under the Mortgage or be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the corporate Trustee, or its successor in trust under the Mortgage, of the certificate endorsed hereon. 17 IN WITNESS WHEREOF, Commonwealth Edison Company has caused this bond to be executed in its name by its President or one of its Vice-Presidents, and has caused its corporate seal to be hereto affixed, attested by its Secretary or one of its Assistant Secretaries, as of the _____ day of ____________, 20___. COMMONWEALTH EDISON COMPANY [SEAL] By: ______________________________ President ATTEST: __________________________ Secretary (General Form of Trustee's Certificate) This bond is one of the bonds of the series designated herein, referred to and described in the within mentioned Supplemental Indenture dated as of May 20, 2002. BNY MIDWEST TRUST COMPANY By: ______________________________ Authorized Officer Illinois Commerce Commission Identification No. _______ 18 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _________ Custodian _____________ (Cust) (Minors) under Uniform Gifts to Minors Act _________________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s), and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) the within Bond and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney to transfer said Bond on the books of the Company, with full power of substitution in the premises. Dated: __________________ ____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. 19