As filed with the Securities and Exchange Commission on September 30, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PECO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0970240
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
(Address of principal executive offices) (Zip Code)
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
(Full title of the plan)
J. Barry Mitchell,
Vice President - Finance and Treasurer
PECO Energy Company
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
(Name and address of agent for service)
(215) 841-4000
(Telephone number, including area code, of agent for service)
Copy of all communications to:
JAMES W. DURHAM, ESQ. BRIAN J. DOUGHERTY, ESQ.
Senior Vice President and General Counsel Morgan, Lewis & Bockius LLP
P.O. Box 8699 2000 One Logan Square
2301 Market Street Philadelphia, PA 19103
Philadelphia, PA 19101 (215) 963-4833
(215) 841-4000
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Common Stock, no par value
Amount to be registered (1)
1,000,000 shs
Proposed maximum
offering price
per share (2)
100%
Proposed maximum
aggregate
offering price (2)
$23.44
Amount of
registration fee (3)
$7,103.03
See footnotes on next page.
<PAGE>
(1) This registration statement covers shares of Common Stock of PECO Energy
Company which may be offered or sold pursuant to the PECO Energy Company
Employee Savings Plan. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein. Pursuant to Rule 457(h)(2), no separate registration fee is required
with respect to the interests in the plan. This registration statement also
relates to an indeterminate number of shares of Common Stock that may be issued
upon stock splits, stock dividends or similar transactions in accordance with
Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on September 25,
1997, as reported on the New York Stock Exchange.
(3) Calculated pursuant to Section 6(b) as follows: 1/33 of one percent of
the proposed maximum aggregate offering price.
<PAGE>
PART I
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC pursuant to Section 13 of the
Exchange Act by PECO Energy (File No. 1-1401) are incorporated herein by
reference:
1.PECO Energy's Annual Report on Form 10-K for the year ended December 31, 1996
2.PECO Energy's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 and June 30, 1997; and
3.PECO Energy's Current Reports on Form 8-K dated January 23, 1997, January
24, 1997, January 30, 1997, February 21, 1997, February 27, 1997, March
25,1997, April 1, 1997, April 14, 1997, April 25, 1997, May 8, 1997, May 12,
1997, May 22, 1997, June 23, 1997, June 24, 1997, July 10, 1997, July 18,
1997, July 30, 1997, August 13, 1997 and August 27, 1997.
Each document filed subsequent to the date of this registration statement
by the Company or the PECO Energy Company Employee Savings Plan (the "Plan")
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the termination of the offering shall be deemed to be incorporated by reference
in this registration statement and shall be a part hereof from the date of
filing of such document. Any statement contained herein or in a document all or
a portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such, provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation, unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.
Section 1746 of the PBCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against any liability asserted against such person and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under the provisions described above.
PECO Energy's Bylaws provide that PECO Energy is obligated to indemnify
directors and officers and other persons designated by the Board of Directors
against any liability, including any damage, judgment, amount paid in
settlement, fine, penalty, cost or expense (including, without limitation,
attorneys' fees and disbursements) incurred in connection with any proceeding.
The Bylaws provide that no indemnification shall be made where the act or
failure to act giving rise to the claim for indemnification is determined by
arbitration or otherwise to have constituted willful misconduct or recklessness
or attributable to receipt from PECO Energy of a personal benefit to which the
recipient is not legally entitled.
As permitted by PBCL Section 1713, PECO Energy's Bylaws provide that
directors generally will not be liable for monetary damages in any action,
whether brought by shareholders directly or in the right of PECO Energy or by
third parties, unless they fail in the good faith performance of their duties as
fiduciaries (the standard of care established by the PBCL), and such failure
constitutes self-dealing, willful misconduct or recklessness. The PBCL states
that this exculpation from liability does not apply to the responsibility or
liability of a Director pursuant to any criminal statute or the liability of a
Director for the payment of taxes pursuant to Federal, state or local law. It
may also not apply to liabilities imposed upon directors by the Federal
securities laws. PBCL Section 1715(d) creates a presumption, subject to
exceptions, that a Director acted in the best interests of the corporation. PBCL
Section 1712, in defining the standard of care a Director owes to the
corporation, provides that a Director stands in a fiduciary relation to the
corporation and must perform his duties as a Director or as a member of any
committee of the Board in good faith, in a manner he reasonably believes to be
in the best interests of the corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances.
PECO Energy has purchased directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as follows:
Exhibit
Number Exhibit
5.1 Opinion re legality (Common Stock of Registrant)
5.2 Internal Revenue Service Determination Letter dated May 17, 1995
23.1 Consent of Morgan, Lewis & Bockius, LLP (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
<PAGE>
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Philadelphia, Pennsylvania, on the 30th day of September
1997.
PECO ENERGY COMPANY
By: /s/ C.A. McNeill, Jr.
C.A. McNeill, Jr.
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C. A. McNeill, Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to each Registration Statement amended hereby, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
- --------------------- ----------------------------------------- ---------------
Signature Capacity Date
- ---------------------- ----------------------------------------- ---------------
- ---------------------- ----------------------------------------- ---------------
- ---------------------- ----------------------------------------- ---------------
- ---------------------- ----------------------------------------- ---------------
/s/ C. A. McNeill, Jr. Chairman of the Board of Directors, Sept. 30, 1997
C.A. McNeill, Jr. President and Chief Executive Officer
(Principal Executive Officer)
- ---------------------- ----------------------------------------- ---------------
- ---------------------- ----------------------------------------- ---------------
/s/ K. G. Lawrence Senior Vice President - Finance and Sept. 30, 1997
K. G. Lawrence Chief Financial Officer (Principal
Financial and Accounting Officer)
- ---------------------- ----------------------------------------- ---------------
<PAGE>
- --------------------------------------------------------------------------------
This registration statement has also been signed by C. A. McNeill, Jr.,
Attorney-in-Fact, on behalf of the following Directors on the date indicated:
- --------------------------------------------------------------------------------
Susan W. Catherwood James A. Hagen
Daniel L. Cooper Kinnaird R. McKee
M. Walter D'Alessio Joseph J. McLaughlin
G. Fred DiBona, Jr. John M. Palms
R. Keith Elliott Joseph F. Paquette, Jr.
Richard G. Gilmore Ronald Rubin
Richard H. Glanton Robert Subin
By: /s/ C. A. McNeill, Jr. September 30, 1997
C. A. McNeill, Jr.
(Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on
September 30, 1997.
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
By: /s/ J. Barry Mitchell
J. Barry Mitchell
Vice President - Finance
and Treasurer
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
5.1 Opinion re legality (Common Stock of Registrant) 8
5.2 Internal Revenue Service Determination Letter dated May 17, 1995 9
23.1 Consent of Morgan, Lewis & Bockius, LLP (included in Exhibit 5) 8
23.2 Consent of Coopers & Lybrand L.L.P. 11
24 Powers of Attorney 12
Exhibit 5.1
September 30, 1997
PECO Energy Company
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
Ladies/Gentlemen:
We have acted as counsel to PECO Energy Company, a Pennsylvania corporation
(the "Company"), in connection with the registration of up to 1,000,000 shares
(the "Shares") of its Common Stock, no par value (the "Common Stock"), on a
registration statement on Form S-8 (the "Registration Statement") filed pursuant
to the Securities Act of 1933, as amended (the "Act"). The Shares will be issued
pursuant to the PECO Energy Company Employee Savings Plan (the "Plan").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when
issued in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan Lewis & Bockius , LLP
Morgan, Lewis & Bockius, LLP
Exhibit 5.2
Internal Revenue Service
District Director
31 Hopkins Plaza
Baltimore, MD 21201-0000 Employer Identification Number:
23-0970240
Date: APR 15 1995 File folder Number:
521033949
PECO ENERGY COMPANY Person to Contact:
2301 MARKET STREET, P.O. BOX 8699 WAYNE LASHER
PHILADLEPHIA, PA 19101 Contact Telephone Number:
(202) 874-1535
Plan Name:
PECO ENERGY COMPANY EMPLOYEE
SAVINGS PLAN *
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
OCT. 4, 1993.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirementsas amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely Yours,
/s/ Paul M.Harrington
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-8 of our
report dated February 3, 1997, on our audits of the consolidated financial
statements and financial statement schedule of PECO Energy Company and
Subsidiary Companies.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand, LLP
Philadelphia, Pennsylvania
September 30, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Joseph F. Paquette, Jr. of Gladwyne,
PA, do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Joseph F. Paquette, Jr. (L.S.)
Joseph F. Paquette, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Susan W. Catherwood of Bryn Mawr,
PA, do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Susan W. Catherwood (L.S.)
Susan W. Catherwood
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, M. Walter D'Alessio of Philadelphia,
PA, do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ M. Walter D'Alessio (L.S.)
M. Walter D'Alessio
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, G. Fred DiBona, Jr. of Bryn Mawr, PA
do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ G. Fred DiBona, Jr. (L.S.)
G. Fred DiBona, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, R. Keith Elliott of Mendenhall, PA
do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ R. Keith Elliott (L.S.)
R. Keith Elliott
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Richard G. Gilmore of Bradenton, FL,
do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Richard G. Gilmore (L.S.)
Richard G. Gilmore
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Richard H. Glanton of Philadelphia,
PA, do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Richard H. Glanton (L.S.)
Richard H. Glanton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, James A. Hagen of Wilmington, NC, do
hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ James A. Hagen (L.S.)
James A. Hagen
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Kinnaird R. McKee of Oxford, MD, do
hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Kinnaird R. McKee (L.S.)
Kinnaird R. McKee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Joseph J. McLaughlin of Rosemont,
PA, do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Joseph J. McLaughlin (L.S.)
Joseph J. McLaughlin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Dr. John M. Palms of Columbia, SC,
do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ John M. Palms (L.S.)
John M. Palms
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Ronald Rubin of Narberth, PA, do
hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 30, 1997
/s/ Ronald Rubin (L.S.)
Ronald Rubin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Robert Subin of Blue Bell, PA, do
hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Robert Subin (L.S.)
Robert Subin
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Robert Subin of Blue Bell, PA, do
hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Robert Subin (L.S.)
Robert Subin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Corbin A. McNeill, Jr. of Kennet
Square, PA, do hereby appoint K. G. LAWRENCE, attorney for me and in my name and
on my behalf to sign the Registration Statement, and any amendments thereto, of
PECO ENERGY COMPANY to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, in connection with the
registration of the securities with respect to the PECO Energy Company Employee
Savings Plan, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: July 28, 1997
/s/ Corbin A. McNeill, Jr. (L.S.)
Corbin A. McNeill, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Daniel L. Cooper of Wyomissing, PA,
do hereby appoint C. A. MCNEILL, JR. and K. G. LAWRENCE, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration of the securities with respect to
the PECO Energy Company Employee Savings Plan, and generally to do and perform
all things necessary to be done in the premises as fully and effectually in all
respects as I could do if personally present.
Dated: July 28, 1997
/s/ Daniel L. Cooper (L.S.)
Daniel L. Cooper
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