PHL_A 1303756 v 4
PECO ENERGY COMPANY
Plan of Restructuring
General
The purpose of this Plan of Restructuring is to restructure PECO Energy Company
and its existing subsidiaries (the “Restructuring”) so that, after the Restructuring is
completed, the existing holders of common stock of PECO Energy Company will be
shareholders of a new holding company (“Newholdco”) and Newholdco will, directly or
indirectly, own all of the following four subsidiary groups:
1.
Transmission and Distribution Subsidiaries (providing retail transmission
and distribution of electric and gas energy in Southeastern Pennsylvania;
2.
Generation Subsidiaries (nuclear, fossil and hydro generating assets and the
Power Team (wholesale marketing organization));
3.
Ventures Subsidiaries (telecommunications, infrastructure services,
unregulated retail gas and electric sales activities and other non-regulated activities); and
4.
Service Subsidiaries (providing administrative, information technology and
general services to other entities).
Herein, each corporation or other entity owned directly or indirectly by Newholdco
after the implementation of the Restructuring is referred to as a “Subsidiary”.
To the extent any of the four types of Subsidiaries described above should be
“second” or “third” tier Subsidiaries, as opposed to “first tier” Subsidiaries which are
directly owned by Newholdco, this can be accomplished either through the Plan of
Division (in which case two new corporations would be created for each category of
Subsidiary, one of which would be wholly-owned by the other) or through the creation of
one or more intermediate holding companies after the accomplishment of the Plan of
Division, as contemplated by Section 13 of the Steps in Plan of Restructuring described
below.
Relationship of Restructuring to Unicom Transaction
It is the objective to integrate the “Restructuring” with the merger transaction with
UNICOM Corporation. It is recognized that, as part of the UNICOM transaction as
reflected in the Agreement and Plan of Exchange