STATE OF ILLINOIS

ILLINOIS COMMERCE COMMISSION

COMMONWEALTH EDISON COMPANY : : Application of COMMONWEALTH EDISON : No. COMPANY, for a Certificate of Public : Convenience and Necessity, pursuant to Section : 8-406 of the Illinois Public Utilities Act, and for an : Order, under Section 8-503 of the Illinois Public : Utilities Act, authorizing and directing ComEd to : construct, operate and maintain a new electric : transmission line in Kane County, Illinois. :

PETITION

Commonwealth Edison Company (“ComEd”) by its attorneys, Foley & Lardner, petitions the Illinois Commerce Commission (the “Commission” or “ICC”), pursuant to Sections 8-406 and 8-503 of the Illinois Public Utilities Act, 220 ILCS §§ 5/8-406 and 5/8-503, for a Certificate of Public Convenience and Necessity and for an Order authorizing and directing ComEd to construct, operate and maintain a new 138 kilovolt (“kV”) electric transmission line in Kane

County, Illinois. In support of this petition, ComEd states:

1. ComEd is a corporation organized and existing under the laws of the State of

Illinois with its principal office in Chicago, Illinois. ComEd is engaged in supplying electricity to the public in the northern portion of Illinois, and is a public utility within the meaning of

Section 3-105 of the Public Utilities Act. 220 ILCS 5/3-105.

2. This Petition seeks a Certificate of Public Convenience and Necessity authorizing

ComEd to construct, operate and maintain 16 miles of new 138 kV electric transmission line.

The proposed line would primarily be located along Randall Road and the C.C. & P. Railroad, with portions of the line located along State Route 38 in St. Charles and Main Street in Batavia so as to connect to municipal substations. The entire line will be located along railroads or roadways, although in some cases ComEd will need to purchase additional land rights to secure the legal right to erect its poles and wires in the proposed locations.

3. The proposed route of the transmission line is shown on the map attached hereto as Exhibit A and made a part hereof and described in Exhibit B, also attached hereto and made a part hereof. ComEd selected the route of the proposed line after extensive study of alternative routes and substantial consultation with municipalities in the area.

4. The purpose of the proposed line is to provide capacity to the Fox Valley area of

Kane County, Illinois, where electrical load has been increasing and is expected to increase.

Absent reinforcement, a number of existing substations and 34kV lines in this area would experience overloads as early as 2004. The proposed project will prevent each of these overloads by transferring the load of the cities of St. Charles and Batavia from the existing 34kV system to the proposed transmission line. By connecting the proposed line between ComEd’s

TSS144 Wayne and TSS111 Electric Junction substations, highly reliable service to the cities of

St. Charles and Batavia will be maintained. The construction of the proposed line is necessary to continue to provide economical, adequate, reliable and efficient service to these cities as well as the surrounding area.

5. The proposed line, along Randall Road and the C.C. & P. Railroad, between the points on Exhibit A labeled O and A, between points A and L, between points L and I and between points I and G, will consist of 138kV single circuit steel poles. The proposed line, along

Route 38 or Lincoln Highway, between points L and P, and Main Street, between points I and K, will consist of 138kV double circuit steel poles. The single circuit structures will support three conductors and one static wire. The double circuit structures will support six conductors and two

2 static wires. Each circuit will have three 1113 kcmil (45/7) steel reinforced aluminum (ACSR) conductors. Each static wire will consist of seven #6 alumoweld (ALWD) strands. The conductors on the single circuit poles will be strung in a vertical phase configuration. The conductors on the double circuit poles will be strung in an ABC/CBA phase configuration. The circuits will be three phase, three wire star connected to the station transformers with the station neutral grounded. At locations where there are existing distribution lines, these lines will be relocated to the proposed transmission poles.

6. The estimated cost of the project is $10,723,000 in 2002 dollars, not including rights-of-way, substation and distribution costs.

7. ComEd has conducted a detailed review of the right-of-way alternatives in the area to find a right-of-way that minimizes impact on existing land uses, minimizes environmental impact and is least cost. After substantial consultation with the City of St. Charles, the City of

Geneva, and the City of Batavia, ComEd selected the best route for the proposed transmission line. It is the shortest and most direct route to supply power to the areas where new municipal substations have been or will be installed, follows established transportation corridors, takes advantage of existing road and other rights-of-way, and permits construction of the transmission line at the least cost.

8. ComEd has been in active negotiations with a number of landowners along the proposed route and has offered these landowners fair market value for the easement rights necessary for construction of the line. However, ComEd has, to date, been unable to secure all of the rights-of-way necessary for this project. ComEd believes that exercise of the right of eminent domain will be necessary to complete acquisition of the required rights-of-way.

Therefore, this Petition seeks an Order under Section 8-503 of the Act authorizing and directing

3 ComEd’s construction, operation, and maintenance of the proposed line and authorizing

ComEd’s use of the right of eminent domain authorized by Section 8-509 of the Act to acquire real estate, but only with respect to such parcels that have not been acquired as of the hearing of this matter. Granting ComEd both a Certificate and the authority to use eminent domain in a single proceeding will conserve Commission and utility resources because the Commission will be able to consider all relevant issues in a single proceeding. Additionally, a single proceeding will permit the Commission to consider the need for eminent domain before a final route is approved.

9. Exhibit A shows the location of railroad tracks, the name of the railroad owning those tracks, the location of any pipelines and major power or communication lines to be crossed or paralleled within one-half mile of the line and the names of the companies owning the facilities. Additional power and communication lines routinely associated with the delivery of utility services exist within one-half mile of the line, but are too numerous to show on Exhibit A.

None of these facilities will interfere with the proposed line. The following railroad, utility, and pipeline corporations have facilities that are crossed or paralleled within 200 feet of the proposed new line:

SBC/Ameritech NICOR Gas Company Union Pacific Railroad C.C. & P. Railroad (owned by CN/Illinois Central) Williams Petroleum Pipeline WorldCom Fiber Optic City of St. Charles Electric Department City of Batavia Electric Department City of Geneva Electric Department

10. Construction of the proposed line will not result in the removal of significant areas of agricultural land from cultivation. The proposed line and substations will neither

4 occupy, nor transit, historic property. ComEd does not anticipate that the proposed project will have a significant impact on wetlands under the jurisdiction of the United States Army Corp of

Engineers.

11. There are a number of restricted landing areas within five miles of the proposed line. The following fixed wing, helicopter and seaplane restricted landing areas are within five miles of the proposed line:

Aurora Downs Edgar R. Vonedsmith (an individual) Mercy Center for Healthcare Delnor Community Hospital Rush Copley Memorial Hospital Capsonic Group St. Joseph Hospital Illinois Department of Public Works and Buildings Kelly Turner (an individual) DuPage County Airport

12. ComEd is capable of efficiently managing and supervising construction of the proposed line.

13. ComEd is capable of financing the construction of the proposed line without adverse financial consequences for ComEd or its customers.

14. Pursuant to 83 Ill. Admin. Code §305.60, “Notification Procedure for

Applications,” notice of the filing of this Petition has been sent to the utilities and railroads whose names and addresses are set forth on the Affidavit of Notification attached hereto as

Exhibit C and made a part hereof. In addition, notice of the filing of this Petition has been sent to the public officials and other interested parties also identified on Exhibit C hereto.

15. Pursuant to 83 Ill. Admin. Code §200.150(h), a list containing the names and addresses of each record owner of privately owned tracts of land, upon or across which the proposed transmission line will be constructed, as disclosed by the records of the tax collector of

5 Kane County, as of not more than thirty (30) days prior to the filing of this Petition, is attached hereto as Exhibit D and made a part hereof.

16. Pursuant to 83 Ill. Admin. Code §200.150(f) a Notice of Hearing, suitable for publication, is attached hereto as Exhibit E and made a part hereof.

17. The construction, operation, and maintenance of the transmission line described herein and the making from time to time of all necessary additions, extensions, substitutions or repairs and improvements to said line and the transaction of an electric public utility business in connection therewith will promote the public convenience and is necessary thereto.

WHEREFORE, Commonwealth Edison Company requests that the Commission:

1. Issue a Certificate of Public Convenience and Necessity authorizing ComEd, in accordance with the provisions of Section 8-406 of the Public Utilities Act, 220 ILCS §5/8-406, to construct, operate, and maintain an electric transmission line on the rights-of-way shown on

Exhibit A and described in Exhibit B, and to transact the business of an electric public utility in connection therewith; and

2. Issue an Order, in accordance with the provisions of Sections 8-503 and 8-509 of the

Public Utilities Act, 220 ILCS §§5/8-503 and 5/8-509, authorizing and directing ComEd to construct, operate and maintain a transmission line on the rights-of-way shown on Exhibit A and described in Exhibit B and authorizing ComEd’s use of eminent domain to acquire rights-of-way necessary for said line.

6 Dated: December __, 2002 Respectfully submitted,

Commonwealth Edison Company

By: One of the attorneys for Commonwealth Edison Company

Paul F. Hanzlik Christopher W. Zibart Katherine A. Siddon FOLEY & LARDNER 321 North Clark Street Chicago, Illinois 60610 (312) 832-4500

7 VERIFICATION

Gregory N. Dudkin, being first duly sworn, states that he is Executive Vice President, Energy

Delivery Operations for Commonwealth Edison Company, that he has read the foregoing

Petition, that he is knowledgeable of the facts stated therein and that the facts stated therein are true and correct to the best of his information and belief.

______Gregory Dudkin

SUBSCRIBED AND SWORN to Before me on this ____day of December, 2002. EXHIBIT B

RIGHT-OF-WAY DESCRIPTION

One proposed single-circuit 138kV steel pole line, with two double-circuit 138kV steel pole line taps, to be located in Kane County, Illinois:

Said single-circuit pole line to begin at the existing ComEd TDC 577 South Elgin located in Section 4, Township 40 North, Range 8 East of the Third Principal Meridian in St. Charles Township, Kane County, Illinois; thence westerly within ComEd owned right-of-way approximately .83 miles to Randall Road (County Route 34) right-of-way; thence southerly within Randall Road right-of-way approximately 6.20 miles to Lincoln Highway (State Route 38) and an interconnection with a double-circuit 138kV steel pole line tap; thence westerly adjacent to Lincoln Highway approximately .98 miles to Peck Road; thence northerly adjacent to Peck Road approximately .07 miles to an existing St. Charles substation located in Section 32, Township 40 North, Range 8 East of the Third Principal Meridian in St. Charles Township, Kane County, Illinois; thence exiting the substation easterly, supported by the same poles as the west- bound circuit, approximately .98 miles to Randall Road; thence southerly within Randall Road right-of-way approximately 3.80 miles to Main Street (County Route 10) in Batavia and an interconnection with a double-circuit 138kV steel pole line tap; thence westerly adjacent to Main Street approximately 1.0 mile to a proposed Batavia substation to be located in Section 20, Township 39 North, Range 8 East of the Third Principal Meridian in Batavia Township, Kane County, Illinois; thence exiting the proposed substation easterly, supported by the same poles as the west-bound circuit, approximately 1.0 mile to Randall Road; thence southerly within Randall Road right-of-way approximately 3.12 miles to an interconnection with existing ComEd 138kV lines that cross Randall Road in Section 5, Township 38 North, Range 8 East of the Third Principal Meridian in Aurora Township, Kane County, Illinois. EXHIBIT C

AFFIDAVIT OF NOTIFICATION

STATE OF ILLINOIS ) ) SS: COUNTY OF DUPAGE )

Ronald E. Dyslin, having been duly sworn under oath deposes and states as follows:

1. I am a Senior Real Estate Agent in Commonwealth Edison Company’s Real Estate and

Facilities Department. My business address is Three Lincoln Centre, Oak Brook Terrace, Illinois

60181.

2. I have sent notice of the filing of Commonwealth Edison Company’s Petition in this matter to each person named below and to each person named on Exhibit D to this Petition by enclosing said notice in an envelope properly addressed with postage fully prepaid by depositing the envelope in the United States mail in Chicago, Illinois on the _____ day of December, 2002.

Municipal Officials

President Mark Ruby Robert Nelis Village of North Aurora Village Administrator 25 East State Street Village of North Aurora North Aurora, Illinois 60542 25 East State Street North Aurora, Illinois 60542

Mayor Jeffery D. Schielke Bill McGrath City of Batavia City of Batavia 100 North Island Avenue 100 North Island Avenue Batavia, Illinois 60510-1930 Batavia, Illinois 60510-1930

Mayor Kevin Burns Philip Page City of Geneva City Manager City of Geneva 22 South First Street 22 South First Street Geneva, Illinois 60134 Geneva, Illinois 60134 Mayor Sue Klinkhamer Larry Maholland City of St. Charles City Manager, City of St. Charles 2 East Main Street 2 East Main Street, St. Charles, Illinois 60174 St. Charles, Illinois 60174

President James Hansen Larry D. Jones Village of South Elgin Village Administrator 10 N. Water Street, Village of South Elgin South Elgin, Illinois 60177 10 N. Water Street South Elgin, Illinois 60177

Governmental Officials

Senator Chris Lauzen Representative Tim Schmitz 52 W. Downer Place, Suite 201 235 W. Wilson Street Aurora, Illinois 60506 Batavia, Illinois 60510

Michael McCoy Art Klinicki Chairman, Kane County Board Kane County Division of Transportation 719 Batavia Avenue 41W011 Burlington Road Geneva, Illinois 60134 St. Charles, Illinois 60175

Mr. James R. Hartwig Ms. Tracey Blackburn Illinois Department of Agriculture Illinois Department of Natural Resources Bureau of Land and Water Resources Lincoln Tower Plaza Illinois State Fairgrounds 524 South Second Street P.O. Box 19281 Springfield, IL 62701-1787 Springfield, IL 62794-9281

Mr. Bruce Yurdin Ms. Anne Haaker Illinois Environmental Protection Agency Illinois Historic Preservation Agency Division of Water Pollution One Old State Capital 2200 Churchill Road Springfield, IL 62701 Springfield, IL 62706

Illinois Department of Transportation Mr. Todd Pfeiffer Division of Water Resources Chief, Division of Natural Resources Northern Technical Analysis & Regulation Review and Coordination Unit Illinois Department of Natural Resources 201 West Center Court 524 South Second Street Schaumburg, IL 60196-1096 Springfield, IL 62701-1787 Mr. Hugh Van Voorst Ms. Georgene A. McDonough Director Airspace Specialist, AGL-530 Illinois Department of Aeronautics Federal Aviation Administration One Langhorne Bond Drive Great Lakes Region Capitol Airport 2300 East Devon Avenue Springfield, IL 62707-8415 Des Plaines, IL 60018

Ms. Leesa A. Beal Chief, Permit Section U.S. Army Corps of Engineers Chicago District, 6th Floor 111 North Canal Street Chicago, IL 60606-7206

Railroads

Mr. Michael J. Barron Mr. Michael Gatewood General Attorney Contract-Representative CN/Illinois Central Railroad Union Pacific Railroad NBC Tower 1800 Farnam Street 455 North Cityfront Plaza Dr., 20th Floor Omaha, Nebraska 68102 Chicago, IL 60611-5318

Utilities and Telecommunications Companies

Mr. Don Jensen Mr. Glynn Amburgey Williams Energy Services City of St. Charles Electric Department 2728 Patton Road 2 East Main Street St. Paul, MN 55113-1138 St. Charles, IL 60174 Mr. James Greever Mr. Joe R. Johnson City of Geneva Electric Department Manager Real Estate 1800 South Street NICOR Gas Geneva, IL 60134 1844 Ferry Road Naperville, IL 60563 Mr. Hank Vejvoda City of Batavia Electric Department 200 N. Raddant Road Batavia, IL 60510-2292

WorldCom Mr. Tony Bily 500 Clinton Center Drive Area Manager Clinton, MS 39056 Right of Way/Contract Administration Ameritech 20 S. Ashland Avenue LaGrange, IL 60525

Restricted Landing Areas

Aurora Downs DuPage Airport Authority Rte. 31 & East-West Tollway 32W581 Tower Road North Aurora, IL 60542 P.O. Box 787 West Chicago, IL 60186

Edgar R. Vondersmith Mercy Center for Health Care 4833 Wallbank Avenue 1325 North Highland Downers Grove, IL 60515 Aurora, IL 60506

Delnor Community Hospital Rush-Copley Memorial Hospital 300 Randall Road 2000 Ogden Avenue Geneva, IL 60134 Aurora, IL 60504-4206 Capsonic Group St. Joseph Hospital 460 South 2nd Street 77 North Airlite Street Elgin, IL 60120 Elgin, IL 60123

Illinois Department of Public Works & Kelly Turner Buildings 331 Hoxie Street Division of Highways Elgin, IL 60123 595 South Street Elgin, IL 60120

______Ronald E. Dyslin

SUBSCRIBED AND SWORN to Before me on this ____day of December, 2002. EXHIBIT D

List of Land Owners Who May Have an Interest in Land

Main South Limited Partnership Meijer Stores Limited Partnership 2215 York Rd., Ste 503 2929 Walker Ave., NW Oakbrook, IL 60523 Grand Rapids, MI 49544

Kane County Fair L. J. Morelli, LLC Box 467 2902 Lincoln Highway St. Charles, IL 60174 St. Charles, IL 60174

Kane County Oil Company Public Building Commission of Kane County 37 W 370 Rte. 38 719 S. Batavia Ave. St. Charles, IL 60175 Geneva, IL 60134

Oliver Hoffman Corporation Aldi, Inc. 7S251 Olesen Store #42 Naperville, IL 60540 1200 N. Kirk Rd. Batavia, IL 60510

Guy D. Mullen, Trustee Ms. Carol Rubin 2120 W. Main St. Exxon Mobil Oil Corporation Batavia, IL 60510 3225 Gallows Road Fairfax, VA 22037

Catholic Diocese of Rockford Mr. Mark Schoppe c/o Ms. Sherry L. Harlan Old Kent Bank, Trust No. 4848 Hinshaw & Culberton 1107 W. Galena 100 Park Ave. Aurora, IL 60506 Rockford, IL 61105-1389 R. Kent & Evelyn M. Johnson John Wonais Partnership 37W736 West Main Street 1025 Ogden Ave. Batavia, IL 60510 Lisle, IL 60532

First Chicago Building Corporation, et al Mr. James A. Mannion Industry Consulting Group, Inc. 20 N. Patricia Lane PO Box 810490 Yorkville, IL 60560 Dallas, TX 75381-0490

Mr. Arthur P. Pizzello Mr. Robert C. Hahn, Trustee PO Box 544 4N861 Grandmas Lane Wayne, IL 60184 St. Charles, IL 60175 Mr. Thomas S. Anderson Old Kent Bank, NA Harris Bank St. Charles, Tr# LT-2200 Fifth Third Bank PO Box 377 Attn: Corporate Facilities St. Charles, IL 60174 1701 Golf Rd. Rolling Meadows, IL 60008

Mr. C. William Sanders State Bank of St. Charles LaSalle Trust #B7800137539 1 East Main St. 37W370 Rte. 38 St. Charles, IL 60174 St. Charles, IL 60175

Mr. David Sommerfeld Mr. Sean Williams BP Amoco Randall Road Partners, LLC 801 Warrenville Road 10 South First Avenue Lisle, IL 60532 St. Charles, IL 60174

G. Dale James, et al Mr. Steven Arnold 110 N. Randall Road Kane County Farm Bureau, Inc. St. Charles, IL 60174 2N710 Randall Road St. Charles, IL 60174-1532

Mr. Duane Debs Southland Corporation West Suburban Bank PO Box 711 2800 S. Finley Rd. Dallas, TX 75221 Downers Grove, IL 60515

Benchmark I, LLC Midway Properties 4S140 Rte. 47 Hinsbrook Bank & Trust #01-051 Sugar Grove, IL 60554 PO Box 2128 Darien, IL 60561

Mr. Stephen G. Ciampi BOMCM Escrow Administration-TX1-2495 Itasca Bank & Trust Co. Trust #11537 American Nat'l Bank & Tr. Co. Chicago 580 S. Randall Road Tr#60632 St. Charles, IL 60174 1717 Main St., 12th Floor Dallas, TX 75201

Rockward Associates Edward Hines Lumber Co. County of Kane Legal Dept. Cheryl Pattelli, Finance Director 1000 Corporate Grove Dr. 719 S. Batavia Ave. Buffalo Grove, IL 60089 Geneva, IL 60134

Sipos & Novack Trusts R. William & Carolyn Boynton 3N550 Lincoln Drive 6007 Spring Creek Ct. St. Charles, IL 60175 Mt. Dora, FL 32757 Mr. Harry G. Seigle Batavia Enterprises, Inc. 300 North Randall Road 140 First St. St. Charles, IL 60174 Batavia, IL 60510

Paul J. Salce Family Trust Main-Randall Venture Ltd. PO Box 9168 Harris Bank Batavia Downers Grove, IL 60515 155 W. Wilson Batavia, IL 60510

Windmill Place, LLC Mr. Robert Brown 1010 Jorie Blvd, Ste. 300 Union National Bank, Tr. #1496 Oak Brook, IL 60523 1030 S. Stone LaGrange, IL 60525

Sheffield Mgmt. Co. Randall McDonald Roads, LLC Firstar Bank DuPage Tr #3702 225 N. Michigan Ave, 11th Floor 5500 Tennessee Ave. Chicago, IL 60601 Clarendon Hills, IL 60514

Park Place Enterprises LLC Mr. Frank Saupp, Jr. 555 S. Randall St. 1010 South Jefferson Street St. Charles, IL 60174 Batavia, IL 60510-3040 EXHIBIT E

STATE OF ILLINOIS

ILLINOIS COMMERCE COMMISSION

COMMONWEALTH EDISON COMPANY : : Application of COMMONWEALTH EDISON : No. COMPANY, for a Certificate of Public : Convenience and Necessity, pursuant to Section : 8-406 of the Illinois Public Utilities Act, and for an : Order, under Section 8-503 of the Illinois Public : Utilities Act, authorizing and directing ComEd to : construct, operate and maintain a new electric : transmission line in Kane County Illinois. ::

NOTICE OF HEARING

Commonwealth Edison Company, in order to construct, operate, and maintain a new electric transmission lines in Kane County Illinois is requesting a Certificate of Public

Convenience and Necessity issued pursuant to Section 8-406 of the Public Utilities Act.

A hearing regarding Commonwealth Edison Company’s request will be held on

______, 2003, at ______o’clock before a duly authorized Administrative Law Judge of the

Illinois Commerce Commission at its offices in the State of Illinois Building, 160 North LaSalle

Street, Chicago, Illinois.