SUBMITTER 2

SCHEDULE

to the

2002 Master Agreement

dated as of ______, 2010

between

______

(“Party A”)

and

COMMONWEALTH EDISON COMPANY

An Illinois Corporation

(“Party B”)

PART 1

TERMINATION PROVISIONS

(a)“Specified Entity” means in relation to Party A for the purpose of:

Section 5(a)(v), Not Applicable

Section 5(a)(vi), Not Applicable

Section 5(a)(vii), Not Applicable

Section 5(b)(v), Not Applicable.

and in relation to Party B for the purpose of:

Section 5(a)(v), Not Applicable

Section 5(a)(vi), Not Applicable.

Section 5(a)(vii), Not Applicable.

Section 5(b)(v), Not Applicable.

(b)“Specified Transaction” will have the meaning specified in Section 14 of this Agreement.

(c)The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and Party B as amended below:

It shall not constitute an Event of Default under Section5(a)(vi) if: (A) (i)such event, condition or failure is a failure to pay caused by an error or omission of an administrative or operational nature, (ii)funds were available to such party to enable it to make the relevant payment when due, and (iii)such event, condition or failure is remedied on or before the third Local Business Day after receipt of written notice of its occurrence; or (B) if, as demonstrated to the reasonable satisfaction of the other party hereto, the Event of Default under Section5(a)(vi) is the result of a good faith dispute and the parties are diligently meeting and conferring in an effort to resolve such dispute.

“Specified Indebtedness” will have the meaning specified in Section 14 of this Agreement.

“Threshold Amount” means:

(i)with respect to Party A, an amount equal to $50,000,000.00; and

(ii)with respect to Party B, an amount equal to $50,000,000.00.

(d)The “Credit Event Upon Merger” provisions of Section 5(b)(v) will apply to Party A and Party B.

(e)The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A or Party B.

(f)“Termination Currency” shall have the meaning specified in Section 14.

(g)Additional Termination Eventwill not apply.

PART 2

TAX REPRESENTATIONS

(a)Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A and Party B each make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)Payee Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B make the following representations specified below:

The following representation will apply in relation to Party A:

Party A is a ______created or organized under the laws of the ______. Party A is a U.S. person within the meaning of Section 7701 of the Internal Revenue Code and its U.S. taxpayer identification number is ______.

The following representation will apply in relation to Party B:

Party B is a corporation created or organized under the laws of the State of Illinois. Party B is a U.S. person within the meaning of Section 7701 of the Internal Revenue Code and its U.S. taxpayer identification number is 36-0938600.

PART 3

AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable.

(a)Tax forms, documents or certificates to be delivered are:

Two complete and accurate United States Internal Revenue Service Forms W-9 (or any successor applicable forms), in a manner reasonably satisfactory to the other party, (I) upon execution of this Agreement; (II) promptly upon reasonable demand of the other party, and (III) promptly upon learning that any such form previously filed by either party has become obsolete or incorrect.

(b)Documents to be delivered are:

Party required
To Deliver document / Form/Document Certificate / Date by which
to be delivered / Covered by
Section 3(d) Representation
Party A and Party B / Certified copies of all documents evidencing necessary corporate or equivalent authorizations and approvals regarding execution, delivery and performance of this Agreement and any Credit Support Document. / Upon Execution. / Yes
Party A and Party B / Certificate of authority and specimen signatures of individuals executing this Agreement and any Credit Support Document. / Upon execution and thereafter upon request of the other party. / Yes
Party A and Party B / A duly executed copy of the Credit Support Annex. / Upon execution. / Yes
Party A and Party B
Party A and Party B / Any document reasonably requested by the other party to enable such other party to make payment under this Agreement without any deduction or withholding for or on account of any Tax or to reduce the rate at which any such deduction or withholding is required to be made.
Two duplicate executed originals of U.S. Internal Revenue Service Form W-8BEN / As soon as reasonably practicable following a request by the other party
As soon as reasonably practicable following a request by the other party / Yes
Yes

PART 4

MISCELLANEOUS

(a)Addresses for Notices. For the purpose of Section 12(a) of this Agreement:

Addresses for notices or communications to Party A:

Address:

Telephone:

Facsimile:

For the Attention of:

A copy of any notice sent to Party A pursuant to Section 5 or 6 must also be sent to:

Addresses for notices or communications to Party B:

Address:Commonwealth Edison Company

1919 Swift Drive

Oakbrook, Illinois60521-1580

Attn: Vice President – Energy Acquisition

Telephone:630-684-3558

Facsimile:630-684-3580

A copy of any notice sent to Party A pursuant to Section 5 or 6 must also be sent to:

Address:Commonwealth Edison Company

One Financial Place

440 S. LaSalle St.

Chicago, IL60605

Attn: General Counsel

Telephone:312-394-7541

Facsimile:312-394-5423

(b)Process Agent. For the purpose of Section 13(c) of this Agreement:

Party A appoints as its Process Agent - Not Applicable.

Party B appoints as its Process Agent - Not Applicable.

(c)Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)Multibranch Party. For the purpose of Section 10(c) of this Agreement:

Party A [is not a Multibranch Party.][is a Multibranch Party and may enter into a Transaction through any of the following Offices:

Party B is a Multibranch Party and may enter into a Transaction through any of the Offices listed above in Part 4(a) Addresses for Notices.

(e)Calculation Agent. The Calculation Agent is Party A unless otherwise specified in a Confirmation in relation to the relevant Transaction; provided, however, if an Event of Default has occurred and is continuing with respect to Party A, then Party B shall be Calculation Agent. If any party disputes a calculation or determination, the appropriate party will pay the undisputed amount to the other party on the date that the payment originally was due, and the parties shall endeavour to resolve the amount in dispute. If they are unable to do so within one (1) Local Business Day from the date the payment was originally due, they shall within two (2) Local Business Days thereafter mutually select a dealer in transactions involving the applicable commodity that is not an Affiliate of either party to act as Calculation Agent (the “Substitute Calculation Agent”) with respect to the amount in dispute. If the parties are unable to agree on a Substitute Calculation Agent, each shall select a dealer in transactions involving the applicable commodity that is not an Affiliate of either party, who together will agree on a third party to act as Substitute Calculation Agent. All determinations and calculations by the Substitute Calculation Agent shall be made in good faith and in a commercially reasonable manner. The fees and expenses of the Substitute Calculation Agent shall be met equally by the parties.

(f)Credit Support Document. Details of any Credit Support Document:

(i)With respect to Party A and Party B, the Credit Support Annex attached hereto as Annex A, which is incorporated by reference in, and made a part of, the Agreement. and, subject to 4(g), a Guaranty issued by the applicable party’s Credit Support Provider, the terms of which will be negotiated between Party A and Party B[SUBMITTER 2 COMMENT: We added these changes here and in 4(g) and in paragraph 13 to the CSA because we believe that there should be mutuality in the credit support provisions but without undue burdens to either party.]

(g)Credit Support Provider. Credit Support Provider means in relation to Party A and Party B:

(i)Credit Support Provider means in relation to Party A: [To be named] Party A’s designated parent or affiliate that is acceptable in the reasonable discretion of Party A;

(ii)Credit Support Provider means in relation to Party B: Not Applicable.Party B’s designated parent or affiliate that is acceptable in the reasonable discretion of Party A; provided, however, Party B shall not be required to provide credit support pursuant to this Schedule or the Credit Support Annex so long as Party B satisfies all of the following conditions: (x) Party B has a Credit Rating that is Investment Grade (as defined in the Credit Support Annex); (y) such Investment Grade Credit Rating is higher than the Credit Rating of Party A’s Credit Support Provider; and (z) no Event of Default with respect to Party B has occurred or is continuing.

(h)Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS, but without prejudice to the provisions of Section 5-1401 of the General Obligations Law of the State of New York.

(i)Netting of Payments. “Multiple Transaction Payment Netting” will apply for the purpose of Section 2(c) of the Agreement to all Transaction..

(j)“Affiliate” will have the meaning specified in Section 14 of this Agreement.

(k)Absence of Litigation. For the purpose of Section 3 (c):

Specified Entity means in relation to Party A, None.

Specified Entity means in relation to Party B, None.

(l)No Agency. The provisions of Section 3(g) will apply.

(m)Additional Representationwill apply. For the purpose of Section 3 of this Agreement, the following will constitute an Additional Representation:

Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

  1. Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers, as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.
  1. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.
  1. Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
  1. Eligible Contract Participant. It constitutes an "eligible contract participant" as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended.
  1. Eligible Commercial Entity. It constitutes an “eligible commercial entity” as such term is defined in Section 1a(11) of the Commodity Exchange Act, as amended.
  2. Bankruptcy Code Representation. The parties hereto intend that (i) this Agreement shall be a “master agreement” for purposes of 11 U.S.C. 101 (53B) and 12 U.S.C. 1821 (e)(8)(d)(vii) or any successor provisions; (ii) all Transactions constitute a"forwardcontract" within the meaning of the United States Bankruptcy Code(the “Bankruptcy Code”); (ii) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute "settlement payments" within the meaning of the Bankruptcy Code;(iii) all transfers of Eligible Credit Support by one Party to the other Party under this Agreement constitute "margin payments" within the meaning of the Bankruptcy Code;and (iv)thisAgreement constitutes a "master netting agreement" within the meaning of the Bankruptcy Code.

(n)WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR ANY CREDIT SUPPORT PROVIDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND PROVIDE FOR ANY CREDIT SUPPORT DOCUMENTS, AS APPLICABLE, BY AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(o)Limitation on Condition Precedent. Section 2(a)(iii) of this Agreement is hereby amended by adding the following phrase at the end of clause (1) immediately before the last comma of such phrase:

“(provided, however, that in relation to any Transaction, if an Event of Default, a Potential Event of Default or Specified Condition has occurred and is continuing for longer than thirty (30) Local Business Days without an Early Termination Date being designated, then the condition specified in this clause (1) shall cease to be a condition precedent to the obligations under Section 2(a)(i)).”

(p)Payments on Early Termination.

Section 6e(i) of the Agreement is revised to read in its entirety as follows:

“(i)Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts determined by the Non-defaulting Party that are due to the Non-defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. The Early Termination Amount will be payable to the Non-defaulting Party by the Defaulting Party.”

Section 6e(ii)(2) of the Agreement is revised to read in its entirety as follows:

“(2)Two Affected Parties. If there are two Affected Parties, the Early Termination Amount will be equal to the Termination Currency Equivalent of the Unpaid Amounts owing to Party A less the Unpaid Amounts owing to Party B. If the Early Termination Amount is a positive number, Party B will pay the amount to Party A, ifparty that owes it is a negative number, Party A will pay the amount to Party B..”

(q)Other Definitions.

The following Definitions in Section 14 shall be deleted in their entirety and replaced with the definitions below:

(i)“Default Rate” means, for any date, the lesser of (i) a rate of interest equal to the Prime Rate determined daily as provided under the heading “Money Rates” in the Wall Street Journal, plus 2%; or (ii) the maximum lawful rate permitted by law.

(ii)“Non-Default Rate” means, for any date, the lesser of (i) a rate of interest equal to the Prime Rate determined daily as provided under the heading “Money Rates” in the Wall Street Journal; or (ii) the maximum lawful rate permitted by applicable law.

(iii)“Local Business Days” For all purposes of this Agreement and all Transactions entered into hereunder, Local Business Days are all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed and on which payments can be effected on the Fedwire system.

PART 5
OTHER PROVISIONS

The Master Agreement is hereby amended as follows:

(a)Section 1(a) Definitionsis amended by adding at the end of the section: “For terms not defined in this Master Agreement, this Master Agreement, each Confirmation, and each Transaction is subject to the 2005 Commodity Definitions, the 2000 ISDA Definitions including the Annex to the 2000 ISDA Definitions, each as published by the International Swaps and Derivatives Association Inc. (“ISDA”), and/or any other relevant definitions booklets published by or in conjunction with ISDA, as amended, supplemented or updated from time to time.”

(b)Section 1(b) Inconsistency is amended by deleting the existing language and replacing it with the following: “In the event of any inconsistency between any of the following documents, the relevant document first listed shall govern: (i) a Confirmation; (ii) this Schedule and the Paragraph 13 of an ISDA Credit Support Annex (as applicable); (iii) the Definitions; and (iv) the printed form of ISDA Master Agreement and ISDA Credit Support Annex (as applicable). In the event of any inconsistency between the provisions contained in the 2000 ISDA Definitions and the 2005 Commodity Definitions, the 2005 Commodity Definitions will prevail.”

(c)Payment Instructions. All payments to be made hereunder in respect of Transactions between the parties shall be made in accordance with standing payment instructions provided by the parties (or as otherwise specified in an invoice).

(d)Change of Account. Section 2(b) of this Agreement is hereby amended by the addition of the following after the word “delivery” in the first line thereof: “to another account in the same tax jurisdiction as the original account”.

(e)Third Parties. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

(f)Severability. Any provision of this Agreement (including any Transaction hereunder or any Credit Support Document) which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, such Transaction or such Credit Support Document or affecting the validity or enforceability of such provision in any other jurisdiction unless such severance shall substantially impair the benefits of the remaining portions of this Agreement, such Transaction or such Credit Support Document or changes the reciprocal obligations of the parties. The parties hereto shall endeavour in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.