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2




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3




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4




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5




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6




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7




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8




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9




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Duties
 10




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Other Activities
 
 Term
 
 Base Salary
 Annual Incentive
 Long-Term Incentives
 Deferred Stock and Additional Option
  11




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Grants Prior to the date hereof
 Future Grants
 12




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Savings and Other Plans
 SERP Benefits
      Certain Forfeiture Events
  13




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Welfare Benefits
 Employee Benefits
 Time Off
 Expenses
 Office; Support Staff
 
 Termination for Cause
       14




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Termination for Death or Disability
      15




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Termination Without Cause or for Good Reason
           Termination Upon Retirement
  16




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17




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Post-Retirement Health Care Coverage
 Breach of Covenants; Exculpation
        18




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Post-Termination Office and Secretarial Services, Consulting Services
   Other Employment; Other Plans
 19




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Other Post-Termination Benefits
 
 Effect on Certain Defined Terms
       20




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Successor(s)
 Special Terminations
         21




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22




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Enhanced Retirement Benefit in the Event of a Special Termination
      Gross-Up for Certain Taxes
     23




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Determination by Executive
   Additional Gross-Up Amounts
 24




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Gross-Up Multiple
 Opinion of Counsel
 Amount Increased or Contested
   25




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26




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Limitation on Gross-Up Payments
      Refunds
 27




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Confidential Information
       28




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Non-Competition
    Non-Solicitation
  29




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Reasonableness of Restrictive Covenants
   Right to Injunction; Survival of Undertakings
    30




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Non-Disparagement
 
 Required Withholding
 Remedies
 Assignment; Successors
 Beneficiary
 Nonalienation of Benefits
 31




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Severability
 Amendment; Waiver
 Notices
 If to the Company:
    
    Exelon Corporation
Attn: General Counsel
37th Floor
One First National Plaza
Chicago, Illinois 60690If to the Executive:
    
    John W. Rowe
Unit 3306
950 North Michigan Avenue
Chicago, Illinois 60611With copy to:
    
    Robert W. Kleinman, Esq.
Piper Rudnick LLP
203 North LaSalle Street
Chicago, Illinois 60601
  Publicity
 Communications
 32




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Legal Expenses
 Articles and Sections
 Counterparts
 Effectiveness; Entire Agreement
 Applicable Law; Avoidance of Section 409A Penalty
    33




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Survival
  EXELON CORPORATIONBy:Chairman of the Compensation Committee
     of the Board of DirectorsEXECUTIVE:John W. Rowe 34




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EXHIBIT A
 WAIVER AND RELEASE AGREEMENT
 UNDER
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
   Releases by Executive
 Company Entity
Released Parties provided however




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Unreleased Claims
 Company Individual Released Parties Company Released Parties provided however
 Released Claims
 Release by the Company
 Company Releasing Parties Executive Released Parties
 2




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Known Facts provided however
   EXECUTIVE:John W. Rowe
Date:EXELON CORPORATIONBy:Date: 3