Edgar Filing: EXELON CORP

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

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 2002

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

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

PECO ENERGY POWER COMPANY
2301 Market Street
Philadelphia, Pennsylvania 19101

EXELON VENTURES COMPANY, LLC
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603

EXELON GENERATION COMPANY, LLC
300 Exelon Way
Kennett Square, Pennsylvania 19348

EXELON ENERGY DELIVERY COMPANY, LLC
10 South Dearborn Street
37th Floor
Chicago, Illinois 60603

Table of Contents

ITEM NUMBER DESCRIPTION PAGE NUMBER

1 System Companies and Investments therein 4
as of December 31, 2002.

2 Acquisitions or Sales of Utility Assets 4

3 Issue, Sale, Pledge, Guarantee or Assumptions 4
of System Securities

4 Acquisition, Redemption, or Retirement of 4
System Securities

5 Investments in Securities of Nonsystem Securities 5

6 Officers and Directors 5

7 Contributions and Public Relations 74

8 Service, Sales and Construction Contracts 74

9 Wholesale Generators and Foreign Utility Companies 75

10 Financial Statements and Exhibits 79

Glossary of Defined Terms

AmerGen AmerGen Energy Company, L.L.C.

ComEd Commonwealth Edison Company

Commission Securities and Exchange Commission

ExCapPtrs Exelon Capital Partners

Exelon Exelon Corporation

Exelon Delivery Exelon Energy Delivery Company, LLC

Exelon Enterprises Exelon Enterprises Company, LLC

ExInvInc Exelon Enterprises Investment, Inc.

Exelon Ventures Exelon Ventures Company, LLC

ExTex ExTex LaPorte Limited Partnership

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

Genco Exelon Generation Company, LLC

GP General partner

LP Limited partner

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

N/A Not applicable or not available

PECO PECO Energy Company

PEPCO PECO Energy Power Company

Power Holdings Exelon Power Holdings, LP

PETT PECO Energy Transition Trust (a subsidiary of PECO)

Sithe Sithe Energies, Inc.

SECO Susquehanna Electric Company

Unicom Unicom Corporation

Ventures Exelon Ventures Company, LLC

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN as of December 31, 2002.

System Companies and Investments Therein is filed herewith confidentially
pursuant to 17 CFR ss. 250.104 under the Public Utility Holding Company Act of
1935.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

None.

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

Name of Issuer and Date and Authorization
Description of Issues Form of Transaction Consideration or Exemption
--------------------- ------------------- ------------- --------------

In 2002, ComEd issued $700 million of long-term debt primarily consisting of the
issuance of $600 million of 6.15% First Mortgage Bonds, Series 98, due March 15,
2012, and the issuance of $100 million of Illinois Development Finance Authority
floating-rate Pollution Control Revenue Refunding Bonds, Series 2002 due April
15, 2013. Rule 52.

In 2002, ComEd exchanged $600 million of 6.15% First Mortgage Bonds, Series 98,
due March 15, 2012, for bonds which are registered under the Securities Act. The
exchange bonds are identical to the outstanding bonds except for the elimination
of certain transfer restrictions and registration rights pertaining to the
outstanding bonds. ComEd did not receive any cash proceeds from issuance of the
exchange bonds. Rule 52.

In 2002, PECO issued $225 million of 4.75% First and Refunding Mortgage Bonds,
due October 1, 2012.

In 2002, PECO exchanged $250 million of 5.95% private placement First and
Refunding Mortgage Bonds, due November 1, 2011 for bonds which are registered
under the Securities Act. The exchange bonds are identical to the outstanding
bonds except for the elimination of certain transfer restrictions and
registration rights pertaining to the outstanding bonds. PECO did not receive
any cash proceeds from issuance of the exchange bonds. Rule 52.

At December 31, 2002 Exelon Corporation had $1.5 billion of guarantees
outstanding that counted against the PUHCA authorization limit of $4 billion.
For other guarantees and commercial commitments, see 2002 Annual Report on Form
10-K for Exelon, ComEd, PECO and Generation File Nos. 01-16169, 01-1839,
01-01401 and 333-85496 respectively.

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

In 2002, ComEd redeemed $100 million of 7.25% Illinois Development Finance
Authority Pollution Control Revenue Refunding Bonds, Series 1991 due June 1,
2011, redeemed $200 million of 8.625% First Mortgage Bonds, Series 81, due
February 1, 2022, redeemed $200 million of 8.5% First Mortgage Bonds, Series 84
due July 15, 2022, paid at maturity $200 million of 7.375% First Mortgage Bonds,
Series 85, due September 15, 2002, redeemed $200 million of 8.375% First
Mortgage Bonds, Series 86, due September 15, 2022, paid at maturity $200 million
of variable rate senior notes due September 30,

2002, paid at maturity $100 million of 9.17% medium-term notes due October 15,
2002, and retired $340 million in transitional trust notes. Rule 42.

In 2002, PECO made principal payments of $326 million on transition bonds. Rule
42.

In 2002, PECO paid $222 million of First and Refunding Mortgage Bonds at
maturity with a weighted average interest rate of 7.30%. Rule 42

In 2002, Generation exchanged $700 million of 6.95% Senior Notes issued in 2001
for notes which are registered under the Securities Act. The exchange notes are
identical to the outstanding notes except for the elimination of certain
transfer restrictions and registration rights pertaining to the outstanding
bonds. Generation did not receive any cash proceeds from issuance of the
exchange notes. Rule 42.

The above does not include intercompany transactions.

ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES AS OF
DECEMBER 31, 2002.

Investments in Securities of Non-System Companies is filed herewith
confidentially pursuant to 17 CFR ss. 250.104 under the Public Utility Holding
Company Act of 1935.

ITEM 6. OFFICERS AND DIRECTORS - PART 1.

The positions of officers and directors of system companies as of December 31,
2002 were as follows:

Aconite Corporation

DIRECTORS

David R. Helwig Director

OFFICERS

Paul Daily Executive Vice President
Robert Cleveland Treasurer
Harvey B. Dikter Senior Vice President,
General Counsel and Secretary
David R. Helwig Chairman
George Witt Vice President of Operations

Adwin Equipment Company

DIRECTORS

George H. Gilmore, Jr. Director

John C. Halderman Director
Ronald S. Rooth Director

OFFICERS

George H. Gilmore, Jr. President
J. Barry Mitchell Vice President and Treasurer
John C. Halderman Corporate Secretary
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Corporate Secretary

Adwin Realty Company

DIRECTORS

Craig L. Adams Director
Frank Frankowski Director
Kenneth G. Lawrence Director

OFFICERS

Kenneth G. Lawrence Chairman, President
Michael A. Williams Vice President
J. Barry Mitchell Treasurer
John C. Halderman Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

AllEnergy Gas & Electric Marketing Company, L.L.C.

OFFICERS

Frank L. Peraino President
Barbara Fatina Vice President
William G. O'Brien Vice President
Barbara Fatina Treasurer
Secretary

Ambassador II Joint Venture

OFFICERS

- Partnership Does Not Have Officers or Directors

AmerGen Consolidation, LLC

MANAGERS

J. Barry Mitchell Manager
Charles S. Walls Manager
Thomas H. Weir Manager

AmerGen Energy Company, LLC

OFFICERS

John L. Skolds Chief Executive Officer and Chief Nuclear Officer
Duncan Hawthorne President
William H. Bohlke Senior Vice President
Christopher M. Crane Senior Vice President
Charles G. Pardee Senior Vice President
Jeffrey A. Benjamin Vice President, Licensing and Regulatory Affairs
Norman Callaghan Vice President
Ernest J. Harkness Vice President - Oyster Creek
Charles P. Lewis Vice President
J. Donald Myhan Vice President, Human Resources
Michael Pacilio Vice President, Clinton Power Station
George Vanderheyden Vice President, MidAtlantic Regional Operating Group Support
Thomas H. Weir Vice President and Controller
Bruce C. Williams Vice President, TMI
David B. Wozniak Vice President, Midwest Regional Operating Group Support
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary

COMMITTEE MEMBERS

John L. Skolds Chairman

AmerGen Management Committee

COMMITTEE MEMBERS

William H. Bohlke GENCO Member, Management Committee
Norman Callaghan BE Member, Management Committee
Duncan Hawthorne BE Member, Management Committee
Oliver D. Kingsley, Jr. GENCO Member, Management Committee
Michael Kirwan BE Member, Management Committee
Charles P. Lewis GENCO Member, Management Committee
Charles G. Pardee GENCO Member, Management Committee

AmerGen Oyster Creek NQF, LLC

Does Not Have Officers or Directors

AmerGen TMI NQF, LLC

Does Not Have Officers or Directors

AmerGen Vermont, LLC

OFFICERS

Duncan Hawthorne Vice President
Charles P. Lewis Vice President
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
George R. Shicora Assistant Treasurer
Todd D. Cutler Assistant Secretary

MEMBERS

Drew B. Fetters PECO Member, Management Committee

Duncan Hawthorne BE Member, Management Committee
Robin Jeffrey BE Member, Management Committee
Gerald R. Rainey PECO Member, Management Committee

MANAGERS

Drew B. Fetters PECO Member, Management Committee

OTHER

Thomas H. Weir Controller

ATNP Finance Company

DIRECTORS

Gavin R. Arton Director
Thomas M. Baglini Director
J. Michael Collier, Jr. Director
Nancy A. Hirschle Director
Yolanda F. Pagano Director

OFFICERS

John W. Wadson President
Treasurer
Secretary

Blair Park Services, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

David Channing Vice President - Corporate Development
John P. Clark Vice President, Finance and Assistant Treasurer

John Coleman Senior Vice President-Special Projects
Lawrence Coleman President and Assistant Secretary
William Coleman Senior Vice President-Operations
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Alan Katz Vice President - Construction
Terence R. Montgomery Senior Vice President and Treasurer

Bradford Associates

OFFICERS

- Partnership Does Not Have Officers

Cenesco Company, LLC

OFFICERS

James P. Malone President
Kevin P. Donovan Vice President
Rod Krich Vice President
Kenneth S. Petersen Vice President
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Chowns Communications, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Paul Daily Executive Vice President
Robert Cleveland Assistant Treasurer

Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer
William Rowe President and Assistant Secretary

ComEd Financing I

TRUSTEE

Robert E. Berdelle Trustee
J. Barry Mitchell Trustee
Charles S. Walls Trustee
Wilmington Trust Company Trustee

ComEd Financing II

TRUSTEE

Robert E. Berdelle Trustee
J. Barry Mitchell Trustee
Wilmington Trust Company Trustee

ComEd Funding, LLC

OFFICERS

J. Barry Mitchell President Charles S. Walls Treasurer Robert E. Berdelle
Manager Kathryn M. Houtsma Manager

ComEd Transitional Funding Trust

TRUSTEE

Robert E. Berdelle Trustee

First Union Trust Company, National Association Trustee
Ruth Ann M. Gillis Trustee
J. Barry Mitchell Trustee
Daniel E. Thone Trustee

Commonwealth Edison Company

DIRECTORS

Frank M. Clark Director
Ruth Ann M. Gillis Director
Kenneth G. Lawrence Director
John W. Rowe Director
Pamela B. Strobel Director

OFFICERS

Frank M. Clark President
Gregory N. Dudkin Executive Vice President, Operations
Mark Alden Vice President, Project and Contract Management
Robert E. Berdelle Vice President, Finance and Chief Financial Officer
Celia David Vice President, Transmission Policy and Planning
David G. DeCampli Vice President, Regional Distributions Operations
John J. Donleavy Vice President, Regional Distributions Operations
John Hatfield, Jr. Vice President, Communications
Joseph A. Lasky Vice President, Information Technology
Steven T. Naumann Vice President, Transmission Services
Bruce A. Renwick Vice President, Electric Operations
Patricia Pulido Sanchez Vice President, External Affairs
Carl L Segneri, Jr. Vice President, Regional Distributions Operations
J. Barry Mitchell Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
James M. Baloun Assistant Secretary
Todd D. Cutler Assistant Secretary
Adrienne M. Levatino Assistant Secretary
Scott N. Peters Assistant Secretary
Sally Clair Vice President, Technical Services, Training & Safety
John T. Costello Senior Vice President, Customer, Energy and Marketing Services
John T. Hooker Vice President, Distribution Services & Public Affairs
Kathryn M. Houtsma Vice President, Controller and Comptroller
George W. Lofton Vice President, External Affairs and Claims
Anne R. Pramaggiore Vice President, Regulatory and Strategic Services

Wanda Kay Reder Vice President, Engineering Planning
Pamela B. Strobel Chair

Commonwealth Edison Company of Indiana, Inc.

DIRECTORS

Robert E. Berdelle Director
Frank M. Clark Director
Kenneth G. Lawrence Director
Pamela B. Strobel Director

OFFICERS

Frank M. Clark President
Robert E. Berdelle Vice President
J. Barry Mitchell Vice President
Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary
Kevin J. Waden Auditor and Assistant Secretary

OTHER

Emerson W. Lacey Director and President
Pamela B. Strobel Director, Vice President

Commonwealth Research Corporation

DIRECTORS

Robert E. Berdelle Director
Frank M. Clark Director
Kenneth G. Lawrence Director
Pamela B. Strobel Director

OFFICERS

Frank M. Clark Chair
President
Robert E. Berdelle Vice President
J. Barry Mitchell Vice President
Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Concomber, Ltd.

DIRECTORS

Andrew D. Carr Director
C.F.A. Cooper Director

OFFICERS

Harlan M. Dellsy President
John C. Bukovski Vice President
Andrew D. Carr Vice President
G. Porento Vice President
George P. Rifakes Vice President
Richard E. Martin Treasurer
I. S. Outerbridge, III Secretary
Richard J. Martin Assistant Secretary
Andrew D. Carr Chairman

Dacon Corporation

DIRECTORS

David R. Helwig Director

OFFICERS

Henry Jackson President
Brian E. Bratton Vice President of Construction
Timothy J. Carpenter Assistant Secretary, Treasurer, Vice President of Finance

David W. Reindl Vice President of Sales
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Jan Hensarling Vice President of Operations
Henry C. Hess Vice President Manager of Purchasing
Terence R. Montgomery Senior Vice President and Treasurer
Randall Wisenbaker Vice President of Operations

Dashiell Corporation

DIRECTORS

David R. Helwig Director

OFFICERS

Henry Jackson President
Brian E. Bratton Vice President of Construction
Timothy J. Carpenter Assistant Secretary, Treasurer, Vice President of Finance
David W. Reindl Vice President of Sales
Don E. Calvin Vice President of Field Services
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
James Fuglaar Vice President of Engineering
David R. Helwig Chairman
Henry C. Hess Vice President Manager of Purchasing
Terence R. Montgomery Senior Vice President and Treasurer

Dashiell Holdings Corporation

DIRECTORS

David R. Helwig Director

OFFICERS

Henry Jackson President
Timothy J. Carpenter Vice President of Finance, Assistant Secretary and Assistant Treasurer
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

ECP Telecommunications Holdings, LLC

OFFICERS

Robert A. Shinn President
Ronald S. Rooth Senior Vice President and Chief Financial Officer
Joseph J. Kerecman Vice President
Andrea F. Kramer Vice President
J. Barry Mitchell Vice President and Treasurer
John C. Halderman Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Donald J. Bromley Assistant Secretary
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Edison Development Canada Inc.

DIRECTORS

Robert E. Berdelle Director
Frank M. Clark Director
Edward L. Donegan Director
Robert M. Granatstein Director
Kenneth G. Lawrence Director
Gail Lilley Director
Pamela B. Strobel Director

OFFICERS

Frank M. Clark President
Robert E. Berdelle Vice President
J. Barry Mitchell Vice President
Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Carter C. Culver Assistant Secretary
Todd D. Cutler Assistant Secretary

Scott N. Peters Assistant Secretary

Edison Development Company

DIRECTORS

Robert E. Berdelle Director
Frank M. Clark Director
Kenneth G. Lawrence Director
Pamela B. Strobel Director

OFFICERS

Edison Finance Partnership

OFFICERS

Thomas D. Terry, Jr. President

EEI Telecommunications Holdings, LLC

OFFICERS

John W. Wadson President, Treasurer and Secretary
Gavin R. Arton Manager
J. Michael Collier, Jr. Manager
John C. Halderman Manager

Yolanda F. Pagano Manager

EIS Engineering, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

EIS Investments, LLC

OFFICERS

George H. Gilmore, Jr. Manager

Electric Services, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Anne Marie Craven Assistant Treasurer and Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
Ian P. Green President, Assistant Treasurer and Assistant Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

Energy Trading Company

DIRECTORS

George H. Gilmore, Jr. Director
John C. Halderman Director
Ronald S. Rooth Director

OFFICERS

Robert A. Shinn President
Ronald S. Rooth Senior Vice President
Joseph J. Kerecman Vice President
Andrea F. Kramer Vice President
J. Barry Mitchell Vice President and Treasurer
John C. Halderman Corporate Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Corporate Secretary
John C. Halderman General Counsel
George H. Gilmore, Jr. Chairman of the Board
Ronald S. Rooth Chief Financial Officer

ETT Boston, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

George H. Gilmore, Jr. President
David A. Bump Vice President - General Manager, USA
J. Barry Mitchell Vice President and Treasurer
Scott Payant Vice President of Finance
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

ETT Canada, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

ETT Houston, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

George H. Gilmore, Jr. President
David A. Bump Vice President - General Manager, USA
J. Barry Mitchell Vice President of Construction
Scott Payant Vice President of Finance
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

ETT National Power, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

ETT Nevada, Inc.

DIRECTORS

Carter C. Culver Director

OFFICERS

J. Barry Mitchell Vice President
Scott Payant Vice President
J. Barry Mitchell Treasurer
Scott Payant Treasurer
Carter C. Culver Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

ETT North America, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

Exelon (Fossil) Holdings, Inc.

DIRECTORS

Oliver D. Kingsley, Jr. Chair
Michael Bemis Director
Oliver D. Kingsley, Jr. Director
Ian P. McLean Director

OFFICERS

Oliver D. Kingsley, Jr. President and Chief Executive Officer
Michael Bemis Senior Vice President
Edward J. Cullen, Jr. Vice President and Secretary
Ian P. McLean Vice President
J. Barry Mitchell Treasurer
Donald J. Bromley Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Oliver D. Kingsley, Jr. Chairman of the Board
Chairman

Exelon Allowance Management Company, LLC

OFFICERS

Michael Bemis President
Edward J. Cullen, Jr. Vice President and Secretary
Ian P. McLean Vice President
J. Barry Mitchell Vice President and Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon AOG Holding #1, Inc.

DIRECTORS

Kenneth W. Cornew Director
Oliver D. Kingsley, Jr. Director
Ian P. McLean Director

OFFICERS

Ian P. McLean President
Kenneth W. Cornew Vice President
Edward Fedorchak Vice President
Susan O. Ivey Vice President
James S. Jablonski Vice President
Michael Metzner Vice President
Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer
J. Barry Mitchell Assistant Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon AOG Holding #2, Inc

DIRECTORS

Kenneth W. Cornew Director
Oliver D. Kingsley, Jr. Director
Ian P. McLean Director

OFFICERS

Ian P. McLean President
Kenneth W. Cornew Vice President
Edward Fedorchak Vice President
Susan O. Ivey Vice President
James S. Jablonski Vice President
Michael Metzner Vice President
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Boston Generating, LLC

OFFICERS

Michael Bemis President
Mark A. Schiavoni Vice President
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Boston Services, LLC

OFFICERS

Exelon Business Services Company

DIRECTORS

John W. Rowe Director and Chair
Ruth Ann M. Gillis Director
Oliver D. Kingsley, Jr. Director
Randall E. Mehrberg Director
Pamela B. Strobel Director

OFFICERS

Ruth Ann M. Gillis President
Paul R. Bonney Vice President and General Counsel
Katherine K. Combs Vice President
Edward J. Cullen, Jr. Vice President
James D. Guerra Vice President and Chief Financial Officer
Daniel C. Hill Vice President, Information Technology
J. Barry Mitchell Vice President and Treasurer
Glenn D. Newman Vice President
Thomas D. Terry, Jr. Vice President, Taxes
William A. VonHoene, Jr. Vice President
Katherine K. Combs Corporate Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary
Mark Belk Vice President, Projects & Solutions Delivery

Joseph A. Lasky Vice President, IT Operations & Infrastructure Services
Mary E. Ludford Vice President, HR and Financial Services
M. Bridget Reidy Senior Vice President, Services & Operations

OTHER

M. Bridget Reidy Deputy General Counsel

Exelon Capital Partners, Inc.

DIRECTORS

George H. Gilmore, Jr. Director
John C. Halderman Director
Ronald S. Rooth Director

OFFICERS

Exelon Communications Company, LLC

OFFICERS

George H. Gilmore, Jr. President
Ronald S. Rooth Senior Vice President and Chief Financial Officer
Santya Tsai Lanman Vice President

J. Barry Mitchell Vice President and Treasurer
James W. Morozzi Vice President
Nicholas G. Stathes Vice President
John C. Halderman Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Scott N. Peters Assistant Secretary

Exelon Communications Holdings, LLC

OFFICERS

George H. Gilmore, Jr. President
Ronald S. Rooth Senior Vice President and Chief Financial Officer
Santya Tsai Lanman Vice President
J. Barry Mitchell Vice President and Treasurer
James W. Morozzi Vice President
Nicholas G. Stathes Vice President
John C. Halderman Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Corporation

DIRECTORS

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

OFFICERS

John W. Rowe Chairman of the Board and Chief Executive Officer
Ian P. McLean Executive Vice President
Pamela B. Strobel Executive Vice President
Ruth Ann M. Gillis Senior Vice President
Frank M. Clark Senior Vice President
George H. Gilmore, Jr. Senior Vice President
Kenneth G. Lawrence Senior Vice President
Linda C. Byus Vice President, Investor Relations
Ellen D. Caya Vice President, Audit
Donald P. Kirchoffner Vice President, Communications
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary
Virginia A. Brown Vice President, Human Resources Planning and Development
Katherine K. Combs Vice President and Corporate Secretary
Assir R. DaSilva Vice President, Diversity
John F. Diedrich Vice President, Employee Health and Benefits
Victor Fonseca Vice President, Compensation
Matthew F. Hilzinger Vice President and Corporate Controller
Oliver D. Kingsley, Jr. Senior Executive Vice President
Robert K. McDonald Vice President, Risk Management
Randall E. Mehrberg Executive Vice President and General Counsel
J. Barry Mitchell Senior Vice President and Treasurer
Elizabeth A. Moler Senior Vice President, Government Affairs & Public Policy
John R. Samolis Vice President, Labor and Employee Relations
S. Gary Snodgrass Senior Executive Vice President
Senior Vice President and Chief Administrative Officer
Thomas D. Terry, Jr. Vice President and General Tax Officer

David W. Woods Senior Vice President, Communications, Governmental & Public Affairs
Robert S. Shapard Executive Vice President and Chief Financial Officer

Exelon Edgar, LLC

OFFICERS

Michael Bemis President
Mark A. Schiavoni Vice President
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer

George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Energy Company

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

George H. Gilmore, Jr. President
Barbara Fatina Vice President - General Manager, USA
J. Barry Mitchell Vice President and Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Corporate Secretary
Scott N. Peters Assistant Corporate Secretary

Exelon Energy Delivery Company, LLC

OFFICERS

Pamela B. Strobel Chief Executive Officer
Kenneth G. Lawrence President
Chief Operating Officer
Frank M. Clark Senior Vice President
Gregory N. Dudkin Executive Vice President, ComEd Operations
Craig L. Adams Vice President, Support Services
John Hatfield, Jr. Vice President, Communications
John T. Hooker Vice President, Property Management
J. Lindsay Johnston Vice President, Management Development
Arlene A. Juracek Vice President Load Forecasting and Energy Acquisition
J. Barry Mitchell Vice President and Treasurer
Glenn D. Newman Vice President, Human Resources
Kathleen M. Walters Vice President, Information Technology

Katherine K. Combs Corporate Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Corporate Secretary
Scott N. Peters Assistant Corporate Secretary

Exelon Energy Delivery Management Committee

COMMITTEE MEMBERS

John W. Rowe Chair
Pamela B. Strobel Vice Chair
Frank M. Clark Director
Ruth Ann M. Gillis Director
Kenneth G. Lawrence Director

Exelon Enterprises Company, LLC

OFFICERS

John W. Rowe Chair
George H. Gilmore, Jr. President and Chief Executive Officer
J. Barry Mitchell Vice President and Treasurer
Ronald S. Rooth Vice President of Finance
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Enterprises Investments, Inc.

DIRECTORS

Gavin R. Arton Director
J. Michael Collier, Jr. Director
John C. Halderman Director

Yolanda F. Pagano Director

OFFICERS

John W. Wadson President
Treasurer
Secretary

Exelon Enterprises Management, Inc.

DIRECTORS

George H. Gilmore, Jr. Director
John C. Halderman Director
Ronald S. Rooth Director

OFFICERS

Robert A. Shinn President
Ronald S. Rooth Senior Vice President and Chief Financial Officer
Joseph J. Kerecman Vice President
Andrea F. Kramer Vice President
J. Barry Mitchell Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Fore River Development, LLC

OFFICERS

Michael Bemis President
Mark A. Schiavoni Vice President
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer

George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Framingham Development, LLC

OFFICERS

Exelon Framingham, LLC

OFFICERS

Exelon Generation Canada Corporation

DIRECTORS

Christine A. Jacobs Director
Ian P. McLean Director
Corbin A. McNeill, Jr. Director

OFFICERS

Christine A. Jacobs President
Edward J. Cullen, Jr. Vice President and Secretary
Charles P. Lewis Vice President
Ian P. McLean Vice President
J. Barry Mitchell Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Generation Company, LLC

OFFICERS

Oliver D. Kingsley, Jr. Chief Executive Officer and President Exelon Generation
Ian P. McLean President, Exelon Power Team
John L. Skolds President and Chief Nuclear Officer, Exelon Nuclear
William Arndt Senior Vice President, Business Operations, Exelon Generation
William H. Bohlke Senior Vice President, Nuclear Services, Exelon Nuclear
Christopher M. Crane Senior Vice President, MidWest Regional Operating Group, Exelon
Nuclear
Charles G. Pardee Senior Vice President, MidAtlantic Regional Operating Group,
Exelon Nuclear
Carol Anderson Vice President, Information Technology, Exelon Nuclear
Jeffrey A. Benjamin Vice President, Licensing and Regulatory, Exelon Nuclear
Kevin Cellars Vice President, Business Operations, Exelon Power
Kenneth W. Cornew Vice President, Long-term Transactions, Exelon Power Team
Martin Coveney Vice President, Finance, Exelon Nuclear
Edward J. Cullen, Jr. Vice President, Legal and Secretary
Ronald J. DeGregorio Vice President, MidAtlantic Regional Operating Group Support,
Exelon Nuclear
Joel P. Dimmette Vice President, Nuclear Oversight, Exelon Nuclear
Meg Evangelist Vice President, Human Resources, Exelon Power
Edward Fedorchak Vice President, Fuels, Exelon Power Team
Robert J Fisher Vice President, MidWest Regional Operating Group Support, Exelon
Nuclear
Jan H. Freeman Vice President, Public Affairs, Exelon Generation
Dorothy M Hawkins Vice President, Business Operations, Exelon Nuclear

J. Michael Heffley Vice President, Exelon Nuclear
James S. Jablonski Vice President, Financial Trading, Exelon Power Team
Theodore E. Jennings Vice President, Engineering & Operation Support
Marilyn C. Kray Vice President, Special Projects, Exelon Nuclear
Rod Krich Vice President, Licensing Projects, Exelon Nuclear
Richard J. Landy Senior Vice President, Human Resources & Administration, Exelon
Generation
Charles P. Lewis Vice President, Strategy and Development, Exelon Generation
James P. Malone Vice President, Fuels Management, Exelon Nuclear
Robert K. McDonald Vice President, Generation
Michael McMahan Vice President, Outage Planning & Services, Exelon Nuclear
James R. Meister Vice President, Nuclear Engineering, Exelon Nuclear
Michael Metzner Vice President, Finance/Analytics/Risk, Exelon Power Team
J. Barry Mitchell Vice President and Treasurer
J. Donald Myhan Vice President, Human Resources and Administration, Exelon Nuclear
Mark A. Schiavoni Vice President, Sithe New England
John L. Settelen Vice President, Exelon Generation
Preston D. Swafford Vice President, Exelon Power
Thomas D. Terry, Jr. Vice President, Taxes
George Vanderheyden Vice President, MidAtlantic Regional Operating Group Support,
Exelon Nuclear
Sue E. Wallace Vice President, Management Projects, Exelon Generation
David B. Wozniak Vice President, MidWest Regional Operating Group Support, Exelon
Nuclear
Kevin Yessian Vice President Supply, Exelon Nuclear
George P. Barnes, Jr. Site Vice President - LaSalle County Station
Ernest J. Harkness Site Vice President - Oyster Creek
Robert J. Hovey Site Vice President - Dresden Nuclear Power Station
William Levis Site Vice President - Limerick Generating Station
Richard Lopriore Site Vice President - Byron Station
Michael Pacilio Site Vice President - Clinton Nuclear Power Station
Timothy Tulon Site Vice President - Quad Cities Nuclear Power Station
Russell G. West Site Vice President - Peach Bottom Atomic Power Station
Bruce C. Williams Site Vice President - TMI
James D. von Suskil Site Vice President - Braidwood Station
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary
Michael Bemis President, Exelon Power
David W. Woods Senior Vice President, Communications, Governmental & Public
Affairs

OTHER

Thomas H. Weir Controller

Exelon Generation Finance Company, LLC

OFFICERS

John W. Wadson President, Treasurer and Secretary

MANAGERS

Gavin R. Arton Manager
J. Michael Collier, Jr. Manager
Nancy A. Hirschle Manager
Yolanda F. Pagano Manager

Exelon Generation International, Inc.

Exelon Hamilton LLC

OFFICERS

Exelon Investment Holdings, LLC

Exelon Mystic Development, LLC

OFFICERS

Exelon Mystic, LLC

OFFICERS

Exelon New Boston, LLC

OFFICERS

John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon New England Development, LLC

OFFICERS

Exelon New England Holdings, LLC

OFFICERS

Exelon New England Power Marketing, Limited Partnership

Exelon New England Power Services, Inc.

DIRECTORS

Michael Bemis Director
Oliver D. Kingsley, Jr. Director
Mark A. Schiavoni Director

OFFICERS

Exelon Peaker Development General, LLC

OFFICERS

Ian P. McLean President
Michael Bemis Vice President
Edward J. Cullen, Jr. Vice President and Secretary
Charles P. Lewis Vice President
J. Barry Mitchell Vice President and Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Peaker Development Limited, LLC

OFFICERS

Ian P. McLean President
Donald J. Bromley Vice President
Edward J. Cullen, Jr. Vice President and Secretary

Charles A. Mannix Vice President, Taxes
J. Barry Mitchell Vice President
Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Donald J. Bromley Assistant Secretary
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Power Holdings, LP

Exelon PowerLabs, LLC

OFFICERS

George C Bell President
Frank Cebular Vice President
J. Barry Mitchell Vice President
Treasurer
Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon Services Federal Group, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

Mark W. Kilgore President
Charles R. Mandrell Senior Vice President
Keith A. Derrington Vice President
Louis P. Maltezos Vice President

J. Barry Mitchell Vice President
Michael T. Morefield Vice President of Finance
J. Barry Mitchell Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary
Keith A. Derrington General Manager
Louis P. Maltezos General Manager
Charles R. Mandrell General Manager

Exelon Services, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

Mark W. Kilgore President
Charles R. Mandrell Senior Vice President
Louis P. Maltezos Vice President
J. Barry Mitchell Vice President
Michael T. Morefield Vice President of Finance
J. Barry Mitchell Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary
Louis P. Maltezos General Manager
Charles R. Mandrell General Manager

Exelon Thermal Development, Inc.

DIRECTORS

Carter C. Culver Director

George H. Gilmore, Jr. Director

OFFICERS

Exelon Thermal Holdings, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

Exelon Thermal Technologies Inc.

DIRECTORS

Carter C. Culver Director

George H. Gilmore, Jr. Director

OFFICERS

Exelon Ventures Company, LLC

OFFICERS

John W. Rowe President and Chief Executive Officer
Robert E. Berdelle Vice President, Ventures
Ruth Ann M. Gillis Vice President, Finance and Chief Financial Officer
Robert K. McDonald Vice President, Ventures
Randall E. Mehrberg Vice President and General Counsel
J. Barry Mitchell Vice President and Treasurer
Thomas D. Terry, Jr. Vice President, Taxes
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary
Oliver D. Kingsley, Jr. Senior Executive Vice President

Exelon West Medway Development, LLC

OFFICERS

Michael Bemis President
Mark A. Schiavoni Vice President
J. Barry Mitchell Treasurer

Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

Exelon West Medway Expansion, LLC

OFFICERS

Exelon West Medway, LLC

OFFICERS

Michael Bemis President
Mark A. Schiavoni Vice President
J. Barry Mitchell Treasurer
Edward J. Cullen, Jr. Secretary
Thomas R. Miller Assistant Treasurer
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Corporate Secretary
John C. Halderman Assistant Corporate Secretary
Scott N. Peters Assistant Secretary

Exelon Wyman, LLC

OFFICERS

ExTel Corporation, LLC

OFFICERS

Frank Frankowski President
J. Barry Mitchell Vice President
Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Todd D. Cutler Assistant Secretary
Ronald L. Zack Assistant Secretary
Glenn D. Newman General Counsel

ExTex LaPorte Limited Partnership

ExTex Marketing, LLC

OFFICERS

Ian P. McLean President
Donald J. Bromley Vice President
Kenneth W. Cornew Vice President
Charles A. Mannix Vice President, Taxes
J. Barry Mitchell Vice President
Treasurer

George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Donald J. Bromley Assistant Secretary
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

ExTex Power, LP

Fischbach and Moore Electric, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Jack McHugh Executive Vice President
Esteban F. Alvarez Vice President and Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
William Greene Vice President - Boston
David R. Helwig Chairman
Steve Kimsey Vice President - Denver
Rick Manville President and Assistant Secretary
Bob Meyer Vice President - New Jersey
Terence R. Montgomery Senior Vice President and Treasurer
Ken Podolack Chief Financial Officer and Assistant Treasurer
Diamond Tsai Assistant Vice President and Supervisor - New York
Charlie Woldridge Vice President - Washington D.C.

Fischbach and Moore Electrical Contracting, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Rick Manville President

Esteban F. Alvarez Vice President and Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Ken Podolack Chief Financial Officer and Treasurer

Fischbach and Moore, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Rick Manville President
Esteban F. Alvarez Vice President and Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Ken Podolack Chief Financial Officer and Treasurer

Franklin Town Towers Associates

OFFICERS

- Partnership Does Not Have Officers

Gas Distribution Contractors, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Gerald Piland President
Paul Daily Executive Vice President
Scott McTrusty Assistant Treasurer

James Fugarino Assistant Secretary
Robert Cleveland Senior Vice President and Treasurer
Kevin Cook Vice President of Operations
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman

Henderson Ambassador Associates

OFFICERS

- Partnership Does Not Have Officers

Horizon Energy Company

DIRECTORS

Frank Frankowski Director
Kenneth G. Lawrence Director
J. Barry Mitchell Director

OFFICERS

Frank Frankowski President
Paul R. Bonney Vice President and Secretary
J. Barry Mitchell Vice President and Treasurer
Todd D. Cutler Assistant Corporate Secretary
Scott N. Peters Assistant Corporate Secretary
Paul R. Bonney General Counsel

InfraSource Corporate Services, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

David R. Helwig President and Chief Executive Officer
John Curran Vice President of Finance
Daniel J. Dougherty Vice President and Controller
Gary W. Murphy Vice President, Utility Services
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
Susan F. Haindl Senior Vice President and Chief Administrative Officer
Terence R. Montgomery Senior Vice President, Treasurer & CFO

InfraSource Incorporated

DIRECTORS

George H. Gilmore, Jr. Director and Chair
James W. Durham Director
Kenneth G. Lawrence Director
Randall E. Mehrberg Director
Dennis J. Mueller Director
John W. Rowe Director
S. Gary Snodgrass Director

OFFICERS

John Curran Vice President of Finance
Daniel J. Dougherty Vice President and Controller
Gary W. Murphy Vice President, Utility Services
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
Susan F. Haindl Senior Vice President, CAO and Assistant Secretary
David R. Helwig President and Chief Operating Officer
Terence R. Montgomery Senior Vice President, Treasurer & CFO
David C. Turner Senior Vice President & President, Managed Services

Infrasource Integrated Services, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

David R. Helwig Chairman, President
Dale Anderson Vice President
Daniel Dickrell Vice President, Assistant Treasurer and Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
Terence R. Montgomery Senior Vice President and Treasurer

Infrasource Underground Construction, LLC

OFFICERS

David R. Helwig Director
Robert C. Lyons President
Paul Daily Executive Vice President
Russell Dersch Vice President, Operations
Robert Cleveland Treasurer
James Fugarino Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman

International Communications Services, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

David R. Helwig Chairman of the Board and Chief Executive Officer
Terence R. Montgomery Treasurer
W. Harry Muller Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary

Keystone Fuels, LLC

MANAGERS

Fred Humphrey Manager

M.J. Electric, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Ralph Boberhuis Senior Vice President-Utility Division Industrial/Process
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
Dennis J. Ebert Vice President of Finance, Assistant Secretary and Assistant
Treasurer
Edward E. Farrington Vice President - Utility Division
Wayne Gardner Vice President and Chief Engineer
Ernest Harju Vice President and Code of Enforcement Officer for the Commonwealth
of Massachusetts
David R. Helwig Chairman
John Holtz Vice President - Utility Division
Terence R. Montgomery Senior Vice President and Treasurer
Stephen J. Reiten President, Chief Operating Officer, Assistant Treasurer and
Assistant Secretary
William Schall Vice President of Procurement
Robert D. Tachick Senior Vice President - Utility Division
George Troutman Vice President - Utility Division

Mechanical Specialties Incorporated

DIRECTORS

David R. Helwig Director

OFFICERS

Bruce Lange President
Paul Daily Executive Vice President
Robert Cleveland Treasurer and Assistant Secretary
Scott McTrusty Assistant Treasurer
James Fugarino Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman

Mid-Atlantic Pipeliners, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Dale Anderson Executive Vice President
Robert Cleveland Treasurer
Scott McTrusty Assistant Treasurer
James Fugarino Assistant Secretary
Daniel Dickrell Vice President of Operations
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Norb Iwanski Vice President of Operations
Dennis Kramsky President and Assistant Secretary

MRM Technical Group, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Paul Daily Chief Executive Officer
Robert Cleveland Assistant Treasurer and Assistant Secretary
Dale Anderson President and Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

Mueller Distribution Contractors, Inc.

DIRECTORS

Northwind Las Vegas, LLC

David R. Helwig Director

OFFICERS

Robert Cleveland Treasurer
Jerry Krueger Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
Daniel Govin President, Assistant Treasurer and Assistant Secretary
David R. Helwig Chairman

Mueller Pipeliners, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Paul Daily Executive Vice President
Eric Grudman Vice President
Carl Oko Vice President
Robert Cleveland Treasurer
Scott McTrusty Assistant Treasurer
James Fugarino Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman

NEWCOTRA, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

David R. Helwig President, Treasurer and Secretary
Harvey B. Dikter Assistant Secretary

Northwind Las Vegas, LLC

Northwind Aladdin, LLC

OFFICERS

Scott N. Peters Secretary
Tibor Jozsa General Manager

MANAGERS

David A. Bump Manager
John L. Schinter Manager

Northwind Boston, LLC

OFFICERS

Richard S. Hahn President

Northwind Chicago, LLC

OFFICERS

Scott J. Blumeyer Vice President, General Manager
Scott N. Peters Secretary
David A. Bump Manager

Northwind Las Vegas, LLC

MANAGERS

David A. Bump Manager
Richard Coyle Manager

Northwind Las Vegas, LLC

Scott Payant Manager
John L. Schinter Manager
Pamela B. Strobel Manager

Northwind Midway, LLC

OFFICERS

David A. Bump Manager

Northwind Phoenix, LLC

Northwind Thermal Technologies Canada Inc.

DIRECTORS

Carter C. Culver Director
Ruth Ann M. Gillis Director
George H. Gilmore, Jr. Director
Pamela B. Strobel Director

OFFICERS

J. Barry Mitchell Vice President and Treasurer
Scott Payant Vice President of Finance
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
John C. Halderman Assistant Secretary
Scott N. Peters Assistant Secretary

OSP Consultants, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Darren Schmid Vice President
W. Harry Muller Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

OSP Servicios, S.A. de C.V.

OSP Telcom de Colombia, LTDA

OSP Telcomm de Mexico, S.A. de C.V.

DIRECTORS

David R. Helwig Director

OFFICERS

W. Harry Muller Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig President, Assistant Treasurer and Assistant Secretary
Terence R. Montgomery Senior Vice President and Treasurer

OSP Telecom, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

W. Harry Muller Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

OSP Telecommunications, Ltd.

OSP, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

W. Harry Muller Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

P.A.C.E. Environmental, LLC

OFFICERS

Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

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

OFFICERS

Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

PEC Financial Services, LLC

DIRECTORS

J. Barry Mitchell Manager Yolanda F. Pagano Manager George R. Shicora Manager

OFFICERS

Gregory Golazeski President
Yolanda F. Pagano Vice President
George R. Shicora Treasurer
Todd D. Cutler Secretary
Maria D. Conway Assistant Treasurer
Yolanda F. Pagano Assistant Secretary
Gregory Golazeski General Counsel

PECO Energy Capital Corp.

DIRECTORS

Ruth Ann M. Gillis Director
Suzanne Hay Director
J. Barry Mitchell Director

OFFICERS

J. Barry Mitchell Chairman, President
Thomas R. Miller Vice President
Treasurer
Todd D. Cutler Secretary
Suzanne Hay Assistant Secretary

PECO Energy Capital Trust II

PECO Energy Capital Trust III

PECO Energy Capital, LP

PECO Energy Company

DIRECTORS

Pamela B. Strobel Chair
Frank M. Clark Director
Ruth Ann M. Gillis Director
Kenneth G. Lawrence Director
John W. Rowe Director
Pamela B. Strobel Director

OFFICERS

Kenneth G. Lawrence President
Craig L. Adams Vice President, Contractor and Supply Management
Ellen M. Cavanaugh Vice President, Electric Supply and Transmission
Frank Frankowski Vice President, Finance and Chief Financial Officer
Reed R. Horting Vice President, Gas Supply and Transportation
Frank J. Jiruska Vice President, Customer and Marketing Services
J. Lindsay Johnston Vice President, Human Resources
George Lyons Vice President, Regulatory, Communications and External Affairs
J. Barry Mitchell Vice President and Treasurer
Denis P. O'Brien Vice President, Operations
Kathleen M. Walters Vice President, Information Technology and Chief Information Officer
Katherine K. Combs Corporate Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary
Delia W. Stroud Assistant Corporate Secretary

PECO Energy Power Company

DIRECTORS

Oliver D. Kingsley, Jr. Chair

Preston D. Swafford Director
Thomas H. Weir Director

OFFICERS

Preston D. Swafford President
Edward J. Cullen, Jr. Vice President - Legal
J. Barry Mitchell Vice President and Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

PECO Energy Transition Trust

TRUSTEE

Thomas R. Miller Trustee
George R. Shicora Trustee

PECO Hyperion Telecommunications

OFFICERS

- Partnership Does Not Have Officers

PECO Wireless, LP

Penesco Company, LLC

OFFICERS

PHT Holdings, LLC

OFFICERS

George H. Gilmore, Jr. President
Ronald S. Rooth Senior Vice President and Chief Financial Officer
J. Barry Mitchell Vice President and Treasurer
James W. Morozzi Vice President
Nicholas G. Stathes Vice President
John C. Halderman Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Port City Power, LLC

OFFICERS

Oliver D. Kingsley, Jr. President
Edward J. Cullen, Jr. Vice President - Legal

Charles P. Lewis Vice President
J. Barry Mitchell Vice President and Treasurer
Preston D. Swafford Vice President
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Thomas H. Weir Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Rand-Bright Corporation

DIRECTORS

David R. Helwig Director

OFFICERS

Robert Cleveland Treasurer
Scott McTrusty Assistant Treasurer
James Fugarino Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman

RJE Telecom, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Lawrence Coleman Executive Vice President
W. Harry Muller Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
Robert Ennis President, Assistant Treasurer and Assistant Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

Scherer Holdings 1, LLC

OFFICERS

Robert E. Berdelle Vice President
Daniel E. Thone Treasurer
Scott N. Peters Secretary
Scott A. Vogt Assistant Treasurer

MANAGERS

Robert E. Berdelle Member of Management Committee
Andrew L Stidd Member of Management Committee

Scherer Holdings 2, LLC

OFFICERS

Robert E. Berdelle Vice President
Daniel E. Thone Treasurer
Scott N. Peters Secretary
Scott A. Vogt Assistant Treasurer

MANAGERS

Robert E. Berdelle Member of Management Committee
Andrew L Stidd Member of Management Committee

Scherer Holdings 3, LLC

OFFICERS

Robert E. Berdelle Vice President
Daniel E. Thone Treasurer

Scott N. Peters Secretary
Scott A. Vogt Assistant Treasurer

MANAGERS

Robert E. Berdelle Member of Management Committee
Patricia L. Kampling Member of Management Committee
Andrew L Stidd Member of Management Committee

Sithe Energies, Inc.

DIRECTORS

William Kriegel Director and Chair
R. Keith Elliott Director
Guillaume Hannezo Director
Gerald R. Rainey Director
Dickinson M. Smith Director
Kiyoshi Yoshimitsu Director

OFFICERS

Barry Sullivan Vice Chair
William Kriegel Chief Executive Officer
Thomas Boehlert Senior Vice President and Chief Financial Officer
Sandra Manilla Vice President and Treasurer
Hyun Park Senior Vice President, General Counsel and Secretary

Southeast Chicago Energy Project, LLC

OFFICERS

Edward J. Cullen, Jr. Vice President - Legal
Charles P. Lewis Vice President
J. Barry Mitchell Vice President and Treasurer
Preston D. Swafford Vice President
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer

Charles S. Walls Assistant Treasurer
Thomas H. Weir Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Spruce Equity Holdings, L.P.

Spruce Holdings G.P. 2000, LLC

Spruce Holdings L.P. 2000, LLC

Spruce Holdings Trust

TRUSTEE

Wilmington Trust Company Trustee

Sunesys of Virginia, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Lawrence Coleman President
David Channing Vice President - Corporate Development
John P. Clark Vice President - Finance
John Coleman Senior Vice President-Special Projects
William Coleman Senior Vice President-Operations
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

Sunesys, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

John Coleman President
David Channing Vice President, Corporate Development
John P. Clark Vice President - Finance
John Coleman Senior Vice President-Special Projects
William Coleman Senior Vice President-Operations
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

Susquehanna Electric Company

DIRECTORS

Oliver D. Kingsley, Jr. Chair
Preston D. Swafford Director
Thomas H. Weir Director

OFFICERS

Susquehanna Power Company

DIRECTORS

Oliver D. Kingsley, Jr. Director
Preston D. Swafford Director
Thomas H. Weir Director

OFFICERS

Oliver D. Kingsley, Jr. Chair
Preston D. Swafford President
Edward J. Cullen, Jr. Vice President - Legal
J. Barry Mitchell Vice President and Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Syracuse Merit Electric, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Dorothy Roberts Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
James P. Maloney President, Assistant Treasurer and Assistant Secretary
Terence R. Montgomery Senior Vice President and Treasurer
Lucinda Speech Assistant Controller and Assistant Treasurer

T.H. Green Electric Co., Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Texas Ohio Gas, Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

Frank L. Peraino President

Barbara Fatina Vice President
William G. O'Brien Vice President
Barbara Fatina Treasurer
Secretary

The Proprietors of the Susquehanna Canal

OTHER

Gerald R. Rainey Governor

Trinity Industries, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Paul Daily Executive Vice President
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Terence R. Montgomery Senior Vice President and Treasurer

Unicom Assurance Company, Ltd.

OFFICERS

Ruth Ann M. Gillis Director and President
Robert K. McDonald Vice President
Glenn D. Newman Vice President
May Coye Secretary
E. John Thompson Assistant Secretary

OTHER

C.F.A. Cooper Director
Odyssefs Drosou Director
Ruth Ann M. Gillis Director
Robert K. McDonald Director

Unicom Investment Inc.

DIRECTORS

Ruth Ann M. Gillis Director

OFFICERS

Ruth Ann M. Gillis Chairman, President and Chief Executive Officer
J. Barry Mitchell Vice President and Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Unicom Power Holdings, LLC

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

George H. Gilmore, Jr. President
J. Barry Mitchell Vice President
Treasurer

Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

Unicom Power Marketing Inc.

DIRECTORS

Carter C. Culver Director
George H. Gilmore, Jr. Director

OFFICERS

George H. Gilmore, Jr. President
J. Barry Mitchell Vice President
Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

OTHER

S.Gary Snodgrass Chairman, President and Chief Executive Officer
Director, Chairman, President, Chief Executive
Officer

Unicom Resources Inc.

DIRECTORS

Ruth Ann M. Gillis Director
Pamela B. Strobel Director

OFFICERS

Ruth Ann M. Gillis Chairman, President
J. Barry Mitchell Vice President and Treasurer
Katherine K. Combs Secretary
George R. Shicora Assistant Treasurer
Charles S. Walls Assistant Treasurer
Todd D. Cutler Assistant Secretary
Scott N. Peters Assistant Secretary

OTHER

Pamela B. Strobel Director, Executive Vice President

UniGridEnergy, LLC

Universal Network Development Corp.

Utility Locate & Mapping Services, Inc.

DIRECTORS

David R. Helwig Director

OFFICERS

Darren Schmid Vice President
W. Harry Muller Assistant Secretary
Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman and Chief Executive Officer
Terence R. Montgomery Senior Vice President and Treasurer

VSI Group Inc

DIRECTORS

David R. Helwig Director

OFFICERS

Harvey B. Dikter Senior Vice President, General Counsel and Secretary
David R. Helwig Chairman
Gregory Holman President, Assistant Treasurer and Assistant Secretary
Terence R. Montgomery Senior Vice President and Treasurer
Aung Myint Senior Vice President, CFO, CAO, Assistant Treasurer and Assistant
Secretary

Wansley Holdings 1, LLC

OFFICERS

Robert E. Berdelle Vice President
Daniel E. Thone Treasurer
Scott N. Peters Secretary
Scott A. Vogt Assistant Treasurer

MANAGERS

Robert E. Berdelle Member of Management Committee
Andrew L Stidd Member of Management Committee

Wansley Holdings 2, LLC

OFFICERS

Robert E. Berdelle Vice President
Daniel E. Thone Treasurer
Scott N. Peters Secretary
Scott A. Vogt Assistant Treasurer

MANAGERS

Robert E. Berdelle Member of Management Committee
Andrew L Stidd Member of Management Committee

WCB Services, LLC

ITEM 6. OFFICERS AND DIRECTORS - PART II.

Financial Connections - The following is a list, as of December 31, 2002, of all
officers and directors of each system company who have financial connections
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.

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

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

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

4. John W. Rowe: Member of Board of Directors of Unicom and
ComEd from 1998 through the merger closing; member of Board
of Directors of Exelon since the merger closing, and member
of Board of Directors of The Northern Trust Company,
commercial banking institution, Chicago, Illinois.
Authorized pursuant to Rule 70(b).

ITEM 6. OFFICER AND DIRECTORS - PART III.

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

Information concerning compensation, interests in system securities, and
transactions with system companies is set forth in Exhibits A.1 and A.2

to this Form U5S and is incorporated herein by reference.

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

None.

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

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

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

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

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

Item 1. Political Contributions.

Building Fund Contributions

Republican Governors Asociation $30,000
Republican Attorneys Generals Association 5,000
Republican Governors Association 20,000

Several System Companies have established separate segregated
funds known as political action committees, established pursuant
to the Federal Election Campaign Act, in soliciting employee
participation in Federal, state and local elections.

Item 2. Citizens Groups and Public Relations. Contributions were made to
various chambers of commerce, industry groups, and other groups for
civic purposes.

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS

Part I. INTERCOMPANY SALES AND SERVICE

Exelon reports intercompany service, sales and construction contracts on:
1. Form U-13-60, Annual Report for Service Company.
2. Form U-9C-3, Quarterly Report Pursuant to Rule 58.
3. Certificate of Notification, Semi-annual report on non-service company
transactions.

Part II. The System companies had no contracts to purchase services
or goods during 2002 from any affiliate (other than a System
company) or from a company, in which any officer or director of
the receiving company

is a partner or owns 5 percent of more of any class of equity
securities, except as reported in Item 6.

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

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Required information for investment in wholesale generation and foreign utility
companies as of December 31, 2002.

(a) Company name, business address, facilities and interest held;
(b) Capital invested, recourse debt, guarantees and transfer of assets and
affiliates.
(c) Ratio of debt to common equity and earnings.
(d) Contracts for services, sales or construction with affiliates.

Exelon does not have any investments in foreign utility companies. Investments
in EWGs are addressed below.

Part 1
------

1. Sithe Energies, Inc. (Sithe).
-----------------------------

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

Owns and operates power generators in North America with a net
generation capacity of 3,371 MWs.

Exelon Fossil Holdings, Inc. owns 49.9% of Sithe and holds an option
to purchase the remaining 50.1% interest.

b) Capital invested -

Information on the capital investment is filed herewith confidentially
on Form SE.

Sithe debt for which there is recourse to Exelon or the system
companies - None.

Guarantees by the registered holding company - None.

Transfer of assets from an affiliate to Sithe - None.

c) Ratio of debt to common equity - .52 to 1.

Earnings - Information on earnings is filed herewith confidentially on
Form SE.

d) Contracts with affiliates -

Under a service agreement dated December 18, 2000, Generation provides
certain engineering and environmental services for fossil facilities
owned by Sithe and for certain developmental projects. Generation is

compensated for these services at cost. In 2002, these services
amounted to $1 million.

Under a service agreement dated December 18, 2000, Sithe provides
Generation certain fuel and project development services. Sithe is
compensated for these services at cost. In 2002, these services
amounted to $13 million.

2. AmerGen Energy Company, L.L.C. (AmerGen)
----------------------------------------

a) 200 Exelon Way, Suite 345 Kennett Square, Pennsylvania 19348.

Owns and operates Clinton Nuclear Power Station, Three Mile Island
Unit No. 1 Nuclear Generating Facility, and Oyster Creek Nuclear
Generation Facility with an aggregate capacity of 2,398 MW. Genco owns
a 50% interest in AmerGen.

b) Capital invested - Information on the capital investment is filed
herewith confidentially on Form SE.

AmerGen debt for which there is recourse to Exelon or the system
companies - None.

Other - In February 2002, Generation entered into an agreement to loan
AmerGen up to $75 million at an interest rate equal to the 1-month
London Interbank Offering Rate plus 2.25%. In July 2002, the limit of
the loan agreement was increased to $100 million and the maturity date
was extended to July 1, 2003. As of December 31 2002, the outstanding
principal balance of the loan was $35 million.

Guarantees by the registered holding company - Genco has agreed to
provide up to $100 million to AmerGen at any time for operating
expenses. Exelon anticipates that Genco's capital expenditures will be
funded by internally generated funds, Genco borrowings or capital
contributions from Exelon.

Transfer of assets from an affiliate to AmerGen - None.

Earnings - Information on earnings is filed herewith confidentially on
Form SE.

(d) Contracts with affiliates -

AmerGen receives services from Exelon Generation including
engineering, regulatory support, systems integration, accounting and
general services. Exelon Generation provides operation and support
services to the nuclear facilities owned by AmerGen pursuant to a
Service Agreement dated as of March 1, 1999. This service agreement
has an indefinite term and may be terminated by Genco or by AmerGen on
90 days notice. Generation is compensated for these services at cost.
Genco provided AmerGen with services valued at $70 million, pursuant
to the Service Agreement.

Generation has entered into PPAs dated December 18, 2001 and November
22, 1999 with AmerGen. Under the 2001 PPA, Generation has agreed to
purchase

from AmerGen all the energy from Unit No. 1 at Three Mile Island
Nuclear Station from January 1, 2002 through December 31, 2014. Under
the 1999 PPA, Generation agreed to purchase from AmerGen all of the
residual energy from Clinton Nuclear Power Station (Clinton) through
December 31, 2002. Currently, the residual output is approximately 31%
of the total output of Clinton. In accordance with the terms of the
AmerGen partnership agreement, the 1999 PPA will be extended through
the end of the AmerGen partnership agreement in 2006. Purchased power
in 2002 was $273 million.

3. ExTex LaPorte Limited Partnership (ExTex)
-----------------------------------------

a) 300 Exelon Way, Kennett Square, PA 19348.

ExTex owns a 160-MW peaking plant in LaPorte, Texas, which commenced
operation in 2001.

Exelon Peaker Development Limited, LLC and Exelon Peaker Development
General, LLC. own 99% and 1%, respectively, of ExTex.

On April 25, 2002, Genco acquired two natural-gas and oil-fired plants
from TXU Corp. (TXU) for an aggregate purchase price of $443 million.
The purchase included the 893-megawatt Mountain Creek Steam Electric
Station in Dallas and the 1,441-megawatt Handley Steam Electric
Station in Fort Worth. The transaction included a purchased power
agreement for TXU to purchase power during the months of May through
September from 2002 through 2006. During the periods covered by the
purchased power agreement, TXU will make fixed capacity payments,
variable expense payments, and will provide fuel to Exelon in return
for exclusive rights to the energy and capacity of the generation
plants.

b) Capital invested - Information on the capital investment is filed
herewith confidentially on Form SE.

ExTex debt for which there is recourse to Exelon or the system
companies -

See Guarantees below.

Guarantees by the registered holding company -

ExTex LaPorte executed a Purchase and Sale Agreement to acquire the
Mountain Creek and Handley power plants from TXU for $443 million. The
obligations of ExTex LaPorte under the Purchase and Sale Agreement are
guaranteed by Genco.

Transfer of assets from an affiliate to ExTex - None.

Earnings - Information on earnings is filed herewith confidentially on
Form SE.

(d) Contracts with affiliates -

See a) above for a purchase power agreement.

4. Exelon New England Holdings, LLC
--------------------------------

a) 300 Exelon Way, Kennett Square, PA 19348.

Genco owns 100.00% of Exelon New England Companies.

b) Capital invested - Information on the capital investment is filed
herewith confidentially on Form SE.

On November 1, 2002, Genco purchased the assets of Sithe New England
Holdings, LLC (now dba Exelon New England), a subsidiary of Sithe, and
related power marketing operations. Sithe New England's primary assets
are gas-fired facilities currently under development. The purchase
price for the Sithe New England assets consisted of a $534 million
note to Sithe, $14 million of direct acquisition costs and an
adjustment to Genco's investment in Sithe to reflect Sithe's sale of
Sithe New England to Genco. SBG has a $1.25 billion credit facility
(the SBG Facility) to finance the construction of these two generating
facilities. The $1.0 billion outstanding under the facility at
December 31, 2002 is reflected on Exelon's Consolidated Balance Sheet.
Sithe New England owns 4,066 megawatts (MWs) of generation capacity,
consisting of 1,645 MWs in operation and 2,421 MWs under construction.
Sithe New England's generation facilities are located primarily in
Massachusetts.

Debt for which there is recourse to Exelon or the system companies -
None.

Guarantees by the registered holding company -

After construction of the power stations is complete, Genco could be
required to guarantee up to an additional $42 million in order to
ensure that the facilities have adequate funds available for potential
outage and other operating costs and requirements. Additionally, Genco
will assume various Sithe guarantees related to an equity contribution
agreement between Sithe New England and Sithe Boston Generation, LLC
(SBG), a project subsidiary of Sithe New England. The equity
contribution agreement requires, among other things, that Sithe New
England, upon the occurrence of certain events, contribute up to $38
million of equity for the purpose of completing the construction of
two generating facilities.

Transfer of assets from an affiliate - None.

c) Ratio of debt to common equity - .32 to 1.

Earnings - Information on earnings is filed herewith confidentially on
Form SE.

d) Contracts with affiliates - None.

Sithe provided transition services to Genco with respect to the New
England acquisition. These services were provided at cost in the
amount of $1.7 million.

5. Southeast Chicago Energy Project, LLC
--------------------------------------

a) 300 Exelon Way, Kennett Square, PA 19348.

Owns and operates gas peaking units in Chicago Illinois with a net
generation capacity of 350 MW.

Genco owns 100 % of Southeast Chicago.

b) Capital invested - Information on the capital investment is filed
herewith confidentially on Form SE.

Debt for which there is recourse to Exelon or the system companies -
None.

Guarantees by the registered holding company - None.

Transfer of assets from an affiliate - None.

c) Ratio of debt to common equity - No debt.

Earnings - Information on earnings is filed herewith confidentially on
Form SE.

d) Contracts with affiliates - None.

Part II
-------

An organization chart showing the relationship of each EWG to other
system companies is included as Exhibit H.

Part III
--------

Rule 53(a) provides that a registered holding company's aggregate
investment in EWGs and FUCOs may not exceed 50% of its retained earnings.
Exelon was granted partial relief from this rule pursuant to the December
8, 2000 Order, which provides for a Modified Rule 53 Test applicable to
Exelon's investments in EWGs and FUCOs of $4,000 million. At December 31,
2002, Exelon's "aggregate investment" (as defined in rule 53(a) under
PUHCA) in all EWGs and FUCOs was approximately $2,076 million, and
accordingly, at December 31, 2002, Exelon's remaining investment capacity
under the Modified Rule 53 Test was approximately $1,924 million. At
December 31, 2002, Exelon's "consolidated retained earnings" (as defined
in rule 53(a) under PUHCA) was $1,592 million.

Ratio of aggregate investment in EWGs and FUCOs to the aggregate capital
investment of the registered holding company in its domestic public
utility subsidiary companies: 22.1%.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS

Exelon Corporation and Subsidiaries

Notes to Financial Statements
-----------------------------
Reference is made to "Notes to Consolidated Financial Statements" contained in
the Exelon 2002 Annual Report to Shareholders, which information is incorporated
by reference.

EXHIBITS

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

EXHIBIT
NUMBER DESCRIPTION

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

A.1 2002 Annual Report on Form 10-K for Exelon, ComEd, PECO and
Generation File Nos. 01-16169, 01-1839, 01-01401 and 333-85496
respectively.

A.2 2002 Proxy Statement of Exelon Corporation. File No. 01-16169.

A.3 Exelon Corporation Form 8-K filed February 21, 2003 containing
Exelon 2002 financial statements, footnotes and management's
discussion and analysis.

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

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

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

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

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

3-3 Amended and Restated Articles of Incorporation of PECO Energy
Company. (File No. 1-1401, 2000 Form 10-K, Exhibit 3-3)

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

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

3-6 Bylaws of Commonwealth Edison Company, effective September 2,
1998, as amended through October 20, 2000. (File No. 1-1839, 2000
Form 10-K, Exhibit 3-6)

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

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

3-9 Certificate of Formation of Exelon Generation Company, LLC
(Registration Statement No. 333-85496, Form S-4, Exhibit 3-1).

3-10 Exelon Generation Company, LLC Operating Agreement (Registration
Statement No. 333-85496, Form S-4, Exhibit 3-2).

3-11 The articles and bylaws of Exelon Delivery, and Ventures are
incorporated herein by reference (2001 Form U5S, File No.
1-16169).

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

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

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

4-3-1 Supplemental Indentures to PECO Energy Company's First and Refunding Mortgage:
Dated as of File Reference Exhibit No.
---------------- --------- -----------

May 1, 1927 2-2881 B-1(c)
March 1, 1937 2-2881 B-1(g)
December 1, 1941 2-4863 B-1(h)
November 1, 1944 2-5472 B-1(i)
December 1, 1946 2-6821 7-1(j)
September 1, 1957 2-13562 2(b)-17
May 1, 1958 2-14020 2(b)-18
March 1, 1968 2-34051 2(b)-24
March 1, 1981 2-72802 4-46
March 1, 1981 2-72802 4-47
December 1, 1984 1-01401, 1984 Form 10-K 4-2(b)
April 1, 1991 1-01401, 1991 Form 10-K 4(e)-76
December 1, 1991 1-01401, 1991 Form 10-K 4(e)-77
April 1, 1992 1-01401, March 31, 1992 4(e)-79
Form 10-Q
June 1, 1992 1-01401, June 30, 1992 4(e)-81
Form 10-Q
July 15, 1992 1-01401, June 30, 1992 4(e)-83
Form 10-Q
September 1, 1992 1-01401, 1992 Form 10-K 4(e)-85
March 1, 1993 1-01401, 1992 Form 10-K 4(e)-86
May 1, 1993 1-01401, March 31, 1993 4(e)-88
Form 10-Q
May 1, 1993 1-01401, March 31, 1993 4(e)-89
Form 10-Q
August 15, 1993 1-01401, Form 8-A dated 4(e)-92
August 19, 1993
November 1, 1993 1-01401, Form 8-A dated 4(e)-95
October 27, 1993
May 1, 1995 1-01401, Form 8-K dated 4(e)-96
May 24, 1995

October 15, 2001

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

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

Dated as of File Reference Exhibit No.
---------------- --------- -----------
August 1, 1946 2-60201, Form S-7 2-1
April 1, 1953 2-60201, Form S-7 2-1
March 31, 1967 2-60201, Form S-7 2-1
April 1, 1967 2-60201, Form S-7 2-1
February 28, 1969 2-60201, Form S-7 2-1
May 29, 1970 2-60201, Form S-7 2-1
June 1, 1971 2-60201, Form S-7 2-1
April 1, 1972 2-60201, Form S-7 2-1
May 31, 1972 2-60201, Form S-7 2-1
June 15, 1973 2-60201, Form S-7 2-1

May 31, 1974 2-60201, Form S-7 2-1
June 13, 1975 2-60201, Form S-7 2-1
May 28, 1976 2-60201, Form S-7 2-1
June 3, 1977 2-60201, Form S-7 2-1
May 17, 1978 2-60201, Form S-7 2-1
August 31, 1978 2-99665, Form S-3 4-3
June 18, 1979 2-99665, Form S-3 4-3
June 20, 1980 2-99665, Form S-3 4-3
April 16, 1981 2-99665, Form S-3 4-3
April 30, 1982 2-99665, Form S-3 4-3
April 15, 1983 2-99665, Form S-3 4-3
April 13, 1984 2-99665, Form S-3 4-3
April 15, 1985 2-99665, Form S-3 4-3
April 15, 1986 33-6879, Form S-3 4-9
June 15, 1990 33-38232, Form S-3 4-12
June 1, 1991 33-40018, Form S-3 4-12
October 1, 1991 33-40018, Form S-3 4-13
October 15, 1991 33-40018, Form S-3 4-14
February 1, 1992 1-1839, 1991 Form 10-K 4-18
May 15, 1992 33-48542, Form S-3 4-14
July 15, 1992 33-53766, Form S-3 4-13
September 15, 1992 33-53766, Form S-3 4-14
February 1, 1993 1-1839, 1992 Form 10-K 4-14
April 1, 1993 33-64028, Form S-3 4-12
April 15, 1993 33-64028, Form S-3 4-13
June 15, 1993 1-1839, Form 8-K dated 4-1
May 21, 1993
July 15, 1993 1-1839, Form 10-Q for 4-1
quarter ended June
30, 1993.
January 15, 1994 1-1839, 1993 Form 10-K 4-15
December 1, 1994 1-1839, 1994 Form 10-K 4-16
June 1, 1996 1-1839, 1996 Form 10-K 4-16
March 1, 2002 1-1839, 2001 Form 10-K 4-4-1
June 1, 2002 1-1839, 2002 Form 10-K 4-4-1
May 20, 2002 1-1839, 2002 Form 10-K 4-4-1
June 1, 2002 1-1839, 2002 Form 10-K 4-4-1
October 7, 2002 1-1839, 2002 Form 10-K 4-4-1
January 13, 2003 1-1839, Form 8-K 4-4

4-4-2 Instrument of Resignation, Appointment and Acceptance
dated February 20, 2002, under the provisions of the
Mortgage dated July 1, 1923, and Indentures Supplemental
thereto, regarding corporate trustee (File No. 1-1839,
2001 Form 10-K, Exhibit 4-4-2).

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

4-5 Indenture dated as of September 1, 1987 between
Commonwealth Edison Company and Citibank, N.A., Trustee
relating to Notes (File No. 1-1839, Form S-3, Exhibit
4-13).

4-6-1 Supplemental Indentures to aforementioned Indenture.

Dates as of File Reference Exhibit No.
------------------------------------------------------------
September 1, 1987 33-32929, Form S-3 4-16
January 1, 1997 1-1839, 1999 Form 10-K 4-21
September 1, 2000 1-1839, 2000 Form 10-K 4-7-3

Exelon Generation Company, LLC Form S-4, April 4, 2002, Indenture dated June 1,
2001 between registrant and First Union National Bank (now Wachovia Bank,
National Association)(Registration Statement No. 333-85496, Form S-4, Exhibit
4.1).

Outstanding and Uncompleted Contract or Agreement Entered by the Parent Holding
Company or any Subsidiary Thereof Relating to the Acquisition of any Securities:

Generation owns a 49.9% interest in Sithe and is subject to a Put and Call
Agreement (PCA) that gives Generation the right to purchase the remaining 50.1%
of Sithe, and gives the other Sithe shareholders the right to sell their
interest to Generation. See 2002 Annual Report on Form 10-K for Exelon, ComEd,
PECO and Generation File Nos. 01-16169, 01-1839, 01-01401 and 333-85496
respectively, the Unconsolidated Equity Investments section in ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Generation for a further discussion of the PCA.

D. TAX ALLOCATION AGREEMENT PURSUANT TO RULE 45(c)
Filed with amended Form U5S dated April 30, 2002 for the period ending
December 31, 2000.

E. COPIES OF OTHER DOCUMENTS PRESCRIBED BY RULE OR ORDER. None.

F. SCHEDULES SUPPORTING ITEMS OF THE REPORT.

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

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

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

Nuclear Fuel Materials

Electric Plant in Service

Electric Plant Held for Future Use

Construction Work in Progress - Electric

Accumulated Provision for Depreciation of Electric Utility Plant

Non-utility Property

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

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

Nuclear Fuel Materials

Electric Plant in Service

Electric Plant Held for Future Use

Construction Work in Progress - Electric

Accumulated Provision for Depreciation of Electric Utility Plant

Non-utility Property

Utility Plant and Adjustments

Completed Construction not Classified

Preliminary Retirement Estimates

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

*G. ORGANIZATION CHART

(Filed on Form SE)

H. EWG OR FOREIGN UTILITY COMPANY FINANCIAL STATEMENTS

*I.1 AmerGen Energy Company, LLC Financial Statements

Filed confidentially on Form SE.

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

Filed confidentially on Form SE.

*I.3 ExTex LaPorte

Filed confidentially on Form SE, See Item 10, FINANCIAL
STATEMENTS.

*I.4 Southeast Chicago Energy Project, LLC

Filed confidentially on Form SE, See Item 10, FINANCIAL
STATEMENTS.

*I.5 Exelon New England Holding, LLC

Filed confidentially on Form SE, See Item 10, FINANCIAL
STATEMENTS.

SIGNATURE

Exelon Corporation, a registered holding company, has duly caused this annual
report for the year ended December 31, 2002 to be signed on its behalf by the
undersigned thereunto duly authorized, pursuant to the requirements of the
Public Utility Holding Company Act of 1935.

EXELON CORPORATION

By: /S/Robert S. Shapard
---------------------
Robert S. Shapard
Executive Vice President and
Chief Financial Officer

May 1, 2003

Exhibit F.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Annual Report to the
Securities and Exchange Commission on Form U5S of Exelon Corporation for the
year ended December 31, 2002 filed pursuant to the Public Utility Holding
Company Act of 1935, of our report dated January 29, 2003, except for Note 25
for which the date is February 21, 2003, relating to the consolidated financial
statements of Exelon Corporation which are incorporated by reference in their
Annual Report on Form 10-K for the year ended December 31, 2002.

May 1, 2003

PricewaterhouseCoopers
Chicago, Illinois
May 1, 2003