Exhibit 4-5


                              CERTIFICATE OF TRUST
                                       OF
                           PECO ENERGY CAPITAL TRUST V

         The undersigned,  the trustees of PECO Energy Capital Trust V, 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 PECO
Energy Capital Trust IV.

         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 May 8, 2003.



                                /s/  J. Barry Mitchell
                                ------------------------------------------------
                                J. Barry Mitchell, as Administrative Trustee



                                WACHOVIA TRUST COMPANY, NATIONAL
                                ASSOCIATION, as Trustee


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