Exhibit 4-6



                              CERTIFICATE OF TRUST
                                       OF
                             EXELON CAPITAL TRUST II

            The undersigned, the trustees of Exelon Capital Trust II, desiring
to form a statutory trust pursuant to Delaware Statutory Trust Act, 12 Del. C.
Section 3801 et seq., hereby certify as follows:

            1. Name. The name of the trust (the "Trust") formed hereby is Exelon
Capital Trust II.

            2. Delaware Trustee. 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:

               Wachovia Trust Company, National Association
               One Rodney Square
               920 King Street, Suite 102
               Wilmington, DE 19801
               Attn:  Rita Marie Ritrovato, Trust Officer

            3. Effective Date. This Certificate of Trust shall be effective upon
filing.

            IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Trust as of August 25, 2003.


                             /s/  Thomas R. Miller
                             ----------------------------------------------
                             Thomas R. Miller, as Administrative Trustee



                             WACHOVIA TRUST COMPANY, NATIONAL
                             ASSOCIATION, as Trustee


                             By:      /s/  Rita Marie Ritrovato
                                      ---------------------------------
                             Name:  Rita Marie Ritrovato
                             Title:   Trust Officer