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Exhibit 99-6
________, 1995
PECO Energy Company
P.O. Box 8699
Philadelphia, PA 19101
LETTER OF AGREEMENT
This Letter of Agreement (the "Agreement") sets forth the terms
and conditions under which Georgeson & Company, Inc. ("Georgeson") has been
retained by PECO Energy Company, a Pennsylvania corporation (the "Company") as
Information Agent for the Company's offer to exchange up to 5,400,000 depositary
shares, each representing a one-fourth interest in a share of $7.96 Cumulative
Preferred Stock of the Company in a transaction pursuant to which participants
in the offer will ultimately receive Trust Receipts, each representing a ____%
Cumulative Monthly Income Preferred Security, Series B, representing limited
partner interests issued by PECO Energy Capital, L.P., a limited partnership
formed under the laws of the State of Delaware (the "Offer"). The term of the
Agreement shall be for the term of the Offer, including any extensions thereof.
1. During the term of the Agreement, Georgeson will:
provide advice and consultation with respect to the
planning and execution of the Offer, assist in the
preparation and placement of newspaper
advertisements, assist in the distribution of the
documents relating to the Offer to brokers, banks,
nominees, institutional investors and other
shareholders and investment community accounts,
answer collect telephone inquiries from shareholders
(including beneficial holders) and their
representatives and if requested, call individuals
who are beneficial or registered holders. Georgeson
also agrees that it will only communicate or
distribute to brokers, banks, nominees, institutional
investors and other shareholders (including
beneficial holders) and investment community accounts
information which is in conformity with the Offering
Circular/Prospectus for the Offer, the exhibits
thereto or the documents incorporated by reference
therein.
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2. The Company will pay Georgeson a fee of $_________,
of which half is payable in advance in accordance
with the enclosed invoice and the balance thereof at
the expiration of the Offer, plus an additional fee
to be mutually agreed upon if the Offer is extended
more than fifteen days beyond the initial expiration
date. Georgeson will also charge an additional fee
of _____ for each telephone call received from or
made to individuals who are registered holders or
NOBO holders. In addition, the Company will
reimburse Georgeson for reasonable costs and expenses
incurred by Georgeson in fulfilling the Agreement,
including but not limited to: expenses incurred by
Georgeson in the preparation and placement of
newspaper advertisements (including typesetting and
space charges), postage and freight charges incurred
by Georgeson in the delivery of documents, charges
for production of shareholder lists (paper, computer
cards, etc.), statistical analyses, mailing labels or
other forms of information requested by the Company
or its agents and other expenses or disbursements
authorized by the Company or its agents, provided
that any expenses in an amount over $3,000 shall
be approved in advance by the Company.
3. If requested, Georgeson will check, itemize and pay,
on behalf of the Company, from funds provided by
Georgeson, the charges of brokers and banks for
forwarding material relating to the Offer to
beneficial owners. To ensure that Georgeson has
sufficient funds in the Company's account relating to
the Offer to pay these bills promptly, the Company
hereby agrees to provide Georgeson, at the time
Georgeson completes the initial delivery of this
material, with a preliminary payment equal to 75% of
the anticipated broker and bank charges for
distributing this material. For this service, the
Company will pay Georgeson Five dollars and fifty
cents ($5.50) for each broker and bank invoice paid
by Georgeson. If the Company prefers to pay these
bills directly, this provision should be stricken
out and initialed by an authorized signatory of the
Company and returned to Georgeson.
4. Georgeson hereby agrees not to make any
representations or warranties that are not included
in the documents relating to the Offer.
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5. The Company agrees to indemnify and hold Georgeson
harmless against any loss, damage, expense
(including, without limitation, legal and other
related fees and expenses), liability or claim
arising out of Georgeson's fulfillment of the
Agreement (except for any loss, damage, expense,
liability or claim arising out of Georgeson's own
negligence or misconduct or a breach of this
Agreement). At its election, the Company may assume
the defense of any such action. Georgeson hereby
agrees to advise the Company of any such liability or
claim promptly after receipt of any notice thereof.
The indemnification contained in this paragraph will
survive the term of the Agreement.
6. Georgeson agrees to preserve the confidentiality of
all non-public information provided by the Company or
its agents for use by Georgeson in providing services
under this Agreement and any information developed by
Georgeson based upon such non-public information.
7. This Agreement shall be interpreted in accordance
with the laws of the Commonwealth of Pennsylvania,
without regard to conflict of laws principles.
By executing the Agreement below the undersigned agrees to be
bound by its terms.
Sincerely,
GEORGESON & COMPANY INC.
By:
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Name:
Title:
Date:
ACCEPTED:
PECO ENERGY COMPANY
By:
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Name:
Title:
Date: