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Exhibit 10.1

Exelon Corporation

P.O. Box 805398


Chicago, IL 60680-5398


December 19, 2003

Michael B. Bemis

263 Eastbrooke Street


Jackson Hinds, MS 39216


Dear Michael:

This letter will confirm our mutual understanding
concerning your continued employment with Exelon Corporation.

You have agreed to remain in your current
positions as Senior Vice President, Exelon Corporation and
President, Exelon Energy Delivery Company, LLC, until
January 31, 2004. During this period, you will continue to
devote your full attention and time to Exelons business
and affairs, and use your best efforts in the performance of
your duties. The other current terms and conditions of your
employment will also remain in effect, with the changes noted
below.



| |                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Your current annual base salary of
    $450,000 will remain in effect for the duration of your
    employment.                                                                                                                                                                                                                                                                                                            
|
| | 2. Your 2003 annual incentive award target
    (65% of base salary) and performance share target (6,603 shares)
    will remain in effect, and payment of your earned awards will be
    made at the time such payments are made to other senior
    executives. You will not be eligible for annual or long-term
    incentive awards for 2004, nor a stock option grant since
    vesting would occur after your departure.
|
| | 3. You will resign effective
    February 1, 2004 from all your positions with Exelon
    Corporation and its affiliates. Upon your resignation, you will
    receive the following benefits:                                                                                                                                                                                                                                



| |                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. A lump sum severance payment of $450,000,
    representing one years base salary;                                                                                                                                               
|
| | b. A fully vested award of 15,000 shares of
    Exelon Corporation common stock, representing final payment of
    your special incentive award program with respect to the Sithe
    transition;                                   
|
| | c. Continued health care and life insurance
    coverage for a period of one year, at the same cost charged to
    active senior executives, with coverage under COBRA available
    thereafter for the remaining statutory period; 
|
| | d. Reimbursement of reasonable expenses for
    personal financial counseling, income tax preparation and estate
    planning services through December 31, 2004 in accordance
    with Exelons policies for senior executives; and



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Michael B. Bemis

December 19, 2003


Page 2




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e. Continued directors and officers
    liability coverage for a period of six years. These benefits are
    offered in lieu of any other separation benefits to which you
    might otherwise be entitled upon a termination of employment,
    and your entitlement to these benefits is subject to your prompt
    execution of the attached release following your resignation. In
    the event you resign your employment prior to January 31,
    2004, you will not be eligible for any separation benefits. If
    Exelon relieves you of your duties prior to January 31,
    2004, you will remain on the payroll until your resignation on
    January 31, 2004.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. Upon your resignation, you will receive
    payment for any accrued but unpaid salary and vacation, and any
    outstanding, unexercised stock options will remain exercisable,
    to the extent then vested, for ninety days.                                                                                                                                                                                                                                                                                                                                      
|
| | 5. Exelon will continue to reimburse your
    lease payments on your current apartment in Philadelphia through
    August 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 6. You will remain subject to the Exelon
    Corporation Restrictive Covenants for a two-year period after
    your resignation. However, Exelon will not seek to enforce the
    non-competition provisions of these covenants in situations
    where it does not reasonably believe your acceptance of a
    position would be potentially adverse to its interests.                                                                                                                                                                                                 
|
| | 7. You will not make or cause to be made any
    statements that disparage or accuse Exelon Corporation or its
    affiliates, directors, officers or employees of misconduct or
    unlawful behavior, and Exelon Corporation will use reasonable
    efforts to ensure its officers, directors and official
    spokespersons do make or cause to be made any statements that
    disparage or accuse you of misconduct or unlawful behavior.
    These prohibitions will not apply to truthful testimony as a
    witness or compliance with other legal obligations.
|
| | 8. All payments and other benefits hereunder
    will be subject to reduction for applicable federal, state and
    local tax withholding.                                                                                                                                                                                                                                                                                                                                                                                                                              

Please confirm your acceptance of this
arrangement by signing this letter in the space provided below
and returning this letter to me at your earliest convenience.



| |                  
| | -----------------
| | Very truly yours,



| |     |                      
| | --- | ---------------------
| | By: | /s/ S. GARY SNODGRASS

| |                              
| | -----------------------------
| |                              
| | S. Gary Snodgrass            
| | Senior Vice President and    
| | Chief Human Resources Officer

AGREED AND ACCEPTED BY:

|                                     |  |  |  |  |  | 
|------------------------------------ |  |  |  |  |  | 
|                                    
|/s/ MICHAEL B. BEMISMichael B. Bemis |  |  |  | 

Date: 12/23/03



|    |             
|--- | ------------
|cc: | John W. Rowe

Oliver D. Kingsley, Jr.




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WAIVER AND RELEASE

In consideration for receiving the benefits and
severance pay under the letter agreement dated December 19,
2003 between Exelon Corporation (the Company) and
Michael B. Bemis (the Executive) dated as of
December 19, 2003, (the Agreement), the
Executive hereby agrees as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Release. Except with respect to the
    Companys obligations under the Agreement, the Executive,
    on behalf of himself and his heirs, executors, assigns, agents,
    legal representatives and personal representatives, hereby
    releases, acquits and forever discharges the Company, its
    agents, subsidiaries, affiliates, and their respective officers,
    directors, agents, servants, employees, attorneys, shareholders,
    successors, assigns and affiliates, of and from any and all
    claims, liabilities, demands, causes of action, costs, expenses,
    attorneys fees, damages, indemnities and obligations of every
    kind and nature, in law, equity, or otherwise, known and
    unknown, foreseen or unforeseen, disclosed and undisclosed,
    suspected and unsuspected, arising out of or in any way related
    to agreements, events, acts or conduct at any time prior to the
    execution of this Waiver and Release, including but not limited
    to any and all such claims and demands directly or indirectly
    arising out of or in any way connected with the Executives
    employment or other service with the Company, or any of its
    subsidiaries or affiliates; the Executives termination of
    employment and other service with the Company or any of its
    subsidiaries or affiliates. This Waiver and Release does not
    apply to the payment of any benefits to which the Executive may
    be entitled under a Company-sponsored tax qualified savings plan.
|
| | 2. Time to Consider; Revocation. The
    Executive has read this Waiver and Release, and understands its
    legal and binding effect, including that by signing and not
    revoking this Waiver and Release the Executive waives and
    releases any and all claims under the Age Discrimination in
    Employment Act of 1967, as amended, including but not limited to
    the Older Workers Benefits Protection Act. The Executive has had
    the opportunity to consult legal counsel or other advisors prior
    to signing it, and understands that he may revoke it within
    seven (7) days after signing it. The Executive understands
    that this Waiver and Release will not be effective until after
    the seven-day period has expired and no consideration will be
    due the Executive if the Executive revokes it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 3. Limitation. Nothing in this Waiver and
    Release shall be construed to prohibit the Executive from
    communicating with, including testifying in any administrative
    proceeding before, the Nuclear Regulatory Commission, the United
    States Department of Labor, the Securities Exchange Commission
    or from otherwise addressing issues related to nuclear safety
    with any party or taking any other action protected under
    Section 211 of the Energy Reorganization Act; provided,
    however, that if the Executive is entitled under
    Section 211 of the Energy Reorganization Act to pursue a
    claim, complaint or charge seeking damages, costs or fees, the
    Executive agrees that the consideration provided to the
    Executive pursuant to this Agreement shall be fully inclusive of
    all such damages, costs and fees that could have been awarded to
    the Executive, that such consideration is being paid in full and
    that the Executive under no circumstances shall be entitled to
    compensation of any kind from the Company or any of the other
    parties released hereunder not expressly provided for pursuant
    to this Agreement.                                                                                                                                                                                                                                                                                                                              

IN WITNESS WHEREOF, the Executive has executed
this Waiver and Release as of the date specified below.



| |  |                     
| |  | --------------------
| |  | /s/ MICHAEL B. BEMIS

| |                 
| | ----------------
| |                 
| | Michael B. Bemis
|
| | Date: 12/23/03