Comed Financing II Watch

from S-4 ~20 pages Registration Rights Agreement

from S-4 ~20 pages Form of Series B Capital Securities Guarantee

from S-4 ~20 pages Series a Capital Securities Guarantee Agreement

from S-4 >50 pages Amended and Restated Declaration of Trust

from S-4 ~10 pages Declaration of Trust

from S-4 1 page <page> Exhibit (4)-5 Comed Financing II Form S-4 File No. 333- Certificate of Trust the Undersigned, the Trustees of Comed Financing II Desiring to Form a Business Trust Pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810, Hereby Certify as Follows: 1. the Name of the Business Trust Being Formed Hereby (The "Trust") Is "Comed Financing II". 2. the Name and Business Address of the Trustee of the Trust Which Has Its Principal Place of Business in the State of Delaware Is as Follows: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 3. This Certificate of Trust Shall Be Effective as of the Date of Filing. Dated: November 19, 1996 John C. Bukovski John C. Bukovski, as Trustee Dennis F. O'BRIEN Dennis F. O'brien, as Trustee Wilmington Trust Company, as Trustee By: W. Chris Sponenberg Name: W. Chris Sponenberg Title: Senior Financial Services Officer

from S-4 ~20 pages Third Supplemental Indenture

from S-4 ~20 pages Second Supplemental Indenture