Sample Confirmation

SAMPLE CONFIRMATION

The purpose of this letter agreement is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below. Commonwealth Edison Company (“Buyer”) and ______(“Seller”) shall each be referred to herein as a “Party” and collectively, the “Parties.”

This Confirmation constitutes a “Transaction” under, and supplements, forms a part of, and shall be subject to, the terms of the 2002 ISDA Master Agreement, including all Annexes and Schedules thereto, agreed between Buyer and Seller, dated as of ______, 2010 (the “Master Agreement”).

This Confirmation, together with the Master Agreement, shall constitute a single agreement between the Parties. All provisions of the Master Agreement shall govern this Confirmation, except as expressly modified below. In the event of any inconsistency between this Confirmation and the Master Agreement, this Confirmation will govern for purposes of the Transaction. Capitalized terms used in this Confirmation shall have the respective meanings assigned in the Master Agreement. Each Party hereto agrees to make payment to the other Party hereto in accordance with the provisions of this Confirmation and of the Master Agreement.

The Transaction to which this Confirmation relates encompasses two items: 1) a fixed price for floating price swap; and, 2) the delivery of RECs, both tied to the production of the generating unit identified herein. The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:______, 2010

Effective Date:The date indicated in the signature block below, upon execution by both Parties.

Transaction Type:Fixed Price for Floating Price swap Transaction.

Starting Date of Term:From and including hour ending 0100 EPT June 1, 2012.

Termination Date of Term:Through and including hour ending 2400 EPT May 31, 2032.

Product (check one):[ ]Illinois or Adjoining State Wind [ ]Other State Wind

[ ]Illinois or Adjoining State PV[ ]Other State PV

[ ]Illinois or Adjoining State Other RER[ ]Other State Other RER

Resource Factor:______

Generating Unit:______

Annual Contract Quantity:______MWHs

Applicable Percentage:____%

Notional Quantity:For each hour of the Calculation Period, the Applicable Percentage multiplied by the actual metered net output of the Generating Unit in each hour not to exceed the Annual Contract Quantity in any Delivery Year after taking into account any shortfalls or carryovers from the prior Delivery Year.

Calculation Period:Each calendar month during the Term (Starting Date through Termination Date) of the Transaction, commencing HE 0100 EPT on the first calendar day of such calendar month, and ending HE 2400 EPT on the last calendar day of such calendar month.

Fixed Amount Details:

Fixed Price Payor:Buyer

Fixed Price:$XX.XX MWH, escalated at 2% annually on each anniversary of the Starting Date.

Floating Amount Details:

Floating Price Payor:Seller

Floating Price:The PJM ComEd Zone, Pnode ID 33092371, which means that the price will be the hourly prices, stated in U.S. Dollars, published by the PJM at under the headings "Daily Day-Ahead LMP" or any successor headings, for the ComEd Zone. In the event that PJM publishes revised settlement prices for past day-ahead LMPs used in determining the Floating Price in prior months, the Parties agree that such revised settlement prices will be used to re-calculate affected prior Floating Prices as needed, and will add any amounts owing from one party to another as a result of such revisions to the Net Amount payable on the next applicable invoice.

Settlement Calculation:

For each Calculation Period:

The “Fixed Amount” shall be calculated as the sum of the products of (i) the Notional Quantity, multiplied by (ii) the Fixed Price for each hour during the Calculation Period.

The “Floating Amount” shall be calculated as the sum of the products of (i) the Notional Quantity, multiplied by (ii) the Floating Price for each hour during the Calculation Period.

If the Fixed Amount minus the Floating Amount (“Net Amount”) is greater than zero, then Fixed Price Payor shall pay such Net Amount to the Floating Price Payor.

If the Net Amount is less than zero, then Floating Price Payor shall pay the absolute value of such Net Amount to the Fixed Price Payor.

If the Net Amount is equal to zero, then no payment shall be made by either Party hereunder.

Seller willgenerate and physically deliver the energy to a transmission system or an electric utility distribution system. If the seller interconnects with a transmission provider that is not part of a regional transmission organization or is interconnected at the distribution level and settles energy deliveries with the distribution utility or sells energy to the distribution utility, the seller must generate and physically deliver the energy to the transmission system of the transmission provider with which it is interconnected or to the distribution system of the utility with which it is interconnected. Seller will provide hourly-integrated generation meter data in a useable electronic form from a revenue quality meter that satisfies the requirements of the applicable regional transmission organization, transmission provider or distribution company to enable Buyer and the IPA to verify Seller’s calculations. The hourly generation data provided for each day of a calendar month of the Term will be provided to Buyer and the IPA by 1300 hours Eastern Prevailing Time on the first Business Day of the next calendar month. If the data cannot be directly verified by the Buyer with the regional transmission organization, transmission provider or distribution company, the Seller will provide the Buyer with verification reasonably acceptable to the Buyer as to the accuracy of the hourly-integrated generation meter data. If the Seller is unable to provide the metered data by the time specified above because the applicable regional transmission organization, transmission provider or distribution company does not make the data available in that time frame, Seller shall provide such data as soon as it becomes available from the applicable regional transmission organization, transmission provider or distribution company, and will not be eligible to issue an invoice or receive payment until the data has been provided. Energy that is not delivered to a regional transmission organization, transmission provider or distribution company, will not qualify under this Confirmation for payment or for meeting Seller’s production and delivery requirements.

REC Delivery Details:

REC Delivery Point:Buyer’s Account in PJM EIS GATS or M-RETS, as appropriate.

Method of Transfer:Transfer of PJM EIS GATS and /or M-RETS title of RECs to Buyer’s PJM EIS GATS and /or M-RETS Account.

Buyer’s PJM EIS GATS

Account:Commonwealth Edison Company

Buyer’s M-RETS Account:Commonwealth Edison Company

Delivery Amounts:The Notional Quantity

Delivery Date:The RECs required to be delivered for a calendar month must be delivered to Buyer’s account no later than the 10th day of the second month following the month the energy is generated or if the PJM EIS GATS or M-RETS systems are not effecting deliveries on the 10th day of such second month, then on the first day thereafter that delivery can be effected through PJM EIS GATS or M-RETS.

Cash Settlement Terms:

Business Day:Any day on which Federal Reserve member banks in New York City are open for business and on which payments can be effected on the Fedwire system.

Payment:As soon as practicable after the end of each Calculation Period, the Party due payment will render an invoice for the payment obligations incurred during the preceding Calculation Period. Buyer or Seller, as applicable, shall pay an invoice by the later of the twentieth (20th) calendar day of the month following each Calculation Period during the Term, or the tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. If the party due payment fails to render such invoice within ten (10) Business Days after the end of any month, no payment will be required for that month. However, such amount shall be eligible to be presented at the time invoices are allowed to be presented for the following Calculation Period. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Default Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full. Buyer shall be entitled to delay payment of an invoice under which it owes payment until 10 days after all RECs associated with the Notional Quantity for the Calculation Period applicable to that invoice have been delivered.

Cash Settlement:Applicable

Rounding:Three Decimal Places

Additional Provisions:

A.Definitions

1.“Contract Value” means an amount equal to the average Fixed Price for a three-year forward period multiplied by three times the Annual Contract Quantity. Provided, however, that when less than three (3) years remains to the Term, the Contract Value shall be equal to the average Fixed Price over the remaining Term multiplied by the remaining Product deliveries required to fulfill Seller’s delivery obligations under the contract.

2.“Delivery Year” means June 1 through the immediately following May 31.

3.“Energy Value” means an amount equal to the average three-year forward around-the-clock (“ATC”) energy price in the Buyer’s load zone or the Cap ATC Energy Price, whichever value is less, multiplied by three times the Annual Contract Quantity multiplied by the Resource Factor and is the same as VMKT in Schedule 2 to the Credit Support Annex. Provided, however, that when less than three (3) years remains to the Term, the Energy Value shall be equal to the average forward ATC energy price in the Buyer’s load zone for the remaining Term or the Cap ATC Energy Price, whichever value is less, multiplied by the Resource Factor multiplied by the remaining Product deliveries required to fulfill Seller’s delivery obligations under the contract. The Cap ATC Energy Price is equal to the average Fixed Price for a three-year forward period times 150% if the Seller can demonstrate that it has a Credit Rating of A or above, 175% if the Seller can demonstrate that it has a Credit Rating of BBB+ to A-, or 200% if the Seller can demonstrate that it has a Credit Rating of BBB- to BBB. There is no cap on Energy Value if the Seller is unable to demonstrate a Credit Rating of at least BBB- .

4.“Illinois Act” means Illinois Power Agency Act (20 ILCS 3855/1-1 et seq).

5.“Illinois or Adjoining State Other RER” means a Renewable Energy Resource (other than wind or solar photovoltaic generation), including both the energy and the associated REC, that is physically located in Illinois or in a state geographically contiguous with Illinois, which are Wisconsin, Iowa, Missouri, Kentucky, Indiana and Michigan.

6.“Illinois or Adjoining State PV” means a Renewable Energy Resource, including both the energy and the associated REC, that comes from solar photovoltaic generation and is physically located in Illinois or in a state geographically contiguous with Illinois, which are Wisconsin, Iowa, Missouri, Kentucky, Indiana and Michigan.

7.“Illinois or Adjoining State Wind” means a Renewable Energy Resource, including both the energy and the associated REC, that comes from wind generation and is physically located in Illinois or in a state geographically contiguous with Illinois, which are Wisconsin, Iowa, Missouri, Kentucky, Indiana and Michigan.

8.“M-RETS” means the Midwest Renewable Energy Tracking System that is used by the Midwest Independent Transmission System Operator, Inc. to record and track generation attributes.

9.“Other State Other RER” means a Renewable Energy Resource (other than wind or solar photovoltaic generation), including both the energy and the associated REC, that is not physically located in Illinois or in a state geographically contiguous with Illinois. States geographically contiguous with Illinois are defined as Wisconsin, Iowa, Missouri, Kentucky, Indiana and Michigan.

10.“Other State PV” means a Renewable Energy Resource, including both the energy and associated REC, that comes from solar photovoltaic generation and is not physically located in Illinois or in a state geographically contiguous with Illinois. States geographically contiguous with Illinois are defined as Wisconsin, Iowa, Missouri, Kentucky, Indiana and Michigan.

11.“Other State Wind” means a Renewable Energy Resource, including both the energy and associated REC, that comes from wind generation and is not physically located in Illinois or in a state geographically contiguous with Illinois. States geographically contiguous with Illinois are defined as Wisconsin, Iowa, Missouri, Kentucky, Indiana and Michigan.

12.“PJM EIS GATS” means the PJM Environmental Information Services Generation Attributes Tracking System that is used to record and track generation attributes.

13.“Product” means Illinois or Adjoining State Wind, Illinois or Adjoining State PV, Illinois or Adjoining State Other RER, Other State Wind, Other State PV or Other State Other RER, as indicated in this Confirmation, and includes both the energy and the associated REC. Capacity is not included in the Product and Seller retains all rights and benefits from the capacity associated with the Generating Unit.

14.“REC” means a renewable energy certificate, credit or other transferable indicia indicating the generation of a MWH of energy from a Renewable Energy Resource, including all of the environmental attributes associated with the generation of that electricity.

15.“Renewable Energy Resource” means the same as renewable energy resource as defined in the Illinois Act.

16.“Resource Factor” means a factor, determined by the Procurement Administrator, that reflects the average expected energy value of the specific type of Renewable Energy Resource relative to the average ATC energy value. The Resource Factors are 0.98 for wind resources, 1.20 for solar PV resources and 1.00 for all other renewable resources.

B.Performance Guarantee

1.Guarantee – Other than is provided herein, Seller commits and guarantees the delivery on an annual basis of the Annual Contract Quantity of Product. The Annual Contract Quantity applies to both the energy and the RECs. In each Delivery Year, all energy and RECs produced by the Generating Unit, multiplied by the Applicable Percentage, will be used first to satisfy any short-fall from the previous Delivery Year, then the Annual Contract Quantity commitment for the current Delivery Year and then any carry-over quantity for the next Delivery Year. After the Annual Contract Quantity commitment for the current Delivery Year is fully met (plus any short-fall or carry-over quantities), the Seller may retain the full benefit and value of all energy and RECs produced by the Generating Unit until the beginning of the next Delivery Year.

2.Seller Option to Carry-Over – Energy and RECs - At the Seller’s option, Seller may deliver and be paid for such deliveries up to an additional 10% of the Annual Contract Quantity in any Delivery Year. Seller must notify Buyer of its selection of this option prior to the time that Seller delivers the full Annual Contract Quantity for the current Delivery Year and must specify the amount of carry-over Product that it will deliver in the current Delivery Year. Seller must begin supplying such carry-over Product immediately after supplying the full Annual Contract Quantity for the current Delivery Year. The amount of carry-over Product supplied will be calculated by multiplying the Applicable Percentage by the net output of the Generating Unit in each hour after the full Annual Contract Quantity is supplied until the lower of the supplier specified amount or 10% of the Annual Contract Quantity is supplied. This additional amount will be applied by the Seller to meet the Annual Contract Quantity for the upcoming Delivery Year. Buyer will either pay to (if a positive number) or receive from (if a negative number) the Seller for this carry-over amount the difference between the Fixed Price that is applicable the year delivery is due and the Floating Price that is applicable at the time of delivery. In no event will the Buyer accept more than 120% of the Annual Contract Quantity in any Delivery Year. The 120% would consist of any 10% short-fall from the previous Delivery Year, 100% of the Annual Contract Quantity in the current Delivery Year, and 10% carry-over into the next Delivery Year. Over the Term, Buyer has no obligation to accept delivery of and pay for any Product in excess of twenty times the Annual Contract Quantity.

3.Short-Fall – RECs

(a)In the event that at the conclusion of any Delivery Year the Seller has delivered less than 90% of the Annual Contract Quantity of RECs for that Delivery Year (after taking into account any shortfalls or carryovers from the prior Delivery Year), the Seller will have 90 days to deliver RECs, without the associated energy, to the Buyer so that Seller’s total deliveries are not less than 90% of the Annual Contract Quantity of RECs for that Delivery Year (‘Replacement RECs”). No payment will be made by the Buyer for these Replacement RECs. Replacement RECs must be of the same type of Renewable Energy Resource (e.g. wind, solar, landfill gas) and location (i.e. Illinois or Adjacent State or Other State) as the RECs contained in the Product and must have been generated in the same Delivery Year in which the shortfall occurred or within 90 days of the end of that Delivery Year. The failure to deliver the requisite amount of Replacement RECs within 90 days of the end of the Delivery Year in which the RECs were to have been delivered is an Event of Default. In such case, in addition to the rights and remedies provided in Paragraphs 6 and 8 of the Credit Support Annex and without further notice to the Seller or without any need to designate an Early Termination Date, Buyer shall have the right to liquidate any Posted Collateral supporting the RECs and use the proceeds to procure the Replacement RECs.