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                                                                    EXHIBIT 10-2

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                                 by and between

                               EXELON CORPORATION

                                       and

                                  JOHN W. ROWE



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         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated
as of November 26, 2001 (the "Agreement Date"), by and between Exelon
Corporation ("Exelon" or the "Company") and John W. Rowe ("Executive"), amends
and restates, to be effective immediately upon the Agreement Date, that certain
Employment Agreement dated as of March 10, 1998, as amended prior to the
Agreement Date (the "Prior Agreement"), by and among Unicom Corporation, an
Illinois corporation, Commonwealth Edison Company, an Illinois corporation
("ComEd") and Executive.

         WHEREAS, Executive is currently serving as Chairman of the Executive
Committee of the Company Board, President and Co-Chief Executive Officer of
Exelon and a member of the Company Board;

         WHEREAS, Peco Energy Company, a Pennsylvania corporation and Unicom
Corporation merged effective October 20, 2000 (the "Merger Date") whereby the
Peco Energy Company became a wholly owned subsidiary of Exelon and immediately
thereafter Unicom Corporation was merged with and into Exelon (the "Merger");

         WHEREAS, as contemplated by the Merger Agreement (as defined herein),
the Company is the surviving corporation in the Merger and, as such, has by
operation of law succeeded to the rights and obligations of Unicom Corporation
under the Prior Agreement;

         WHEREAS, in order to induce Executive to serve, on and after the Merger
Date, as President and Co-Chief Executive Officer of the Company, and Chairman
of the Executive Committee of the Company Board and other positions as provided
in this Agreement, Unicom Corporation amended and restated the Prior Agreement
effectively immediately prior to the Merger Date to provide Executive with
compensation and other benefits on the terms and conditions set forth in the
Prior Agreement as of the Merger Date;

         WHEREAS, in order to provide additional protection to Executive in the
event of a new Change in Control, a Significant Acquisition or an Imminent
Control Change (as such terms are defined herein), Exelon intends from and after
the Agreement Date to provide Executive with compensation and other benefits on
the terms and conditions set forth in this Agreement; and

         WHEREAS, Executive is willing to accept such employment and perform
such services on the terms and conditions hereunder set forth;

         NOW, THEREFORE, in consideration of the mutual undertakings of the
parties hereto, Exelon and Executive agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

         The terms set forth below have the following meanings (such meanings to
be applicable to both the singular and plural forms):

         1.1 "Accrued Base Salary" means that portion of Executive's Base Salary
which is accrued but unpaid as of the Termination Date.


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         1.2 "Accrued Annual Incentive" means either:

                           (i) the amount of any Annual Incentive earned with
                  respect to the calendar year ended prior to the Termination
                  Date, but which is unpaid as of the Termination Date, if both
                  (x) the amount of such Annual Incentive has been objectively
                  determined solely by the application of a formula that does
                  not provide the Company or any Company Affiliate any
                  discretion to increase the amount of the Annual Incentive and
                  (y) neither the Company nor any Company Affiliate has applied
                  any discretion it may have pursuant to the Annual Incentive
                  Award Program in which Executive participates or otherwise to
                  reduce the amount of such Annual Incentive, or

                           (ii) if the conditions specified in clause (i) of
                  this sentence have not been satisfied, the average of the
                  Annual Incentives that were actually paid to Executive with
                  respect to Executive's last three full calendar years of
                  employment by the Company or any Company Affiliate.

         For purposes of clause (ii) of the preceding sentence, if Annual
Incentives have been paid to Executive in respect of fewer than three years,
such average shall be computed by reference to the Annual Incentives that were
actually paid to Executive.

         1.3 "Affiliate" means, when used with reference to any Person, any
other Person directly or indirectly controlling, controlled by, or under direct
or indirect common control with, the referent Person or such other Person, as
the case may be. For the purposes of this definition, the term "control" when
used with respect to any Person means the power to direct or cause the direction
of management or policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise.

         1.4 "Agreement Date" -- see the recitals to this Agreement.

         1.5 "Annual Incentive" -- see Section 4.2.

         1.6 "Base Salary" -- see Section 4.1.

         1.7 "Beneficiary" -- see Section 10.4.

         1.8 "Cause" means any of the following:

                  (a) Executive's conviction of a felony or of a misdemeanor
         involving moral turpitude, fraud or dishonesty,

                  (b) willful misconduct by Executive in the performance of his
         duties under this Agreement that was intended to personally benefit
         Executive, or

                  (c) material breach of this Agreement by Executive (other than
         as a result of incapacity due to physical or mental illness);

provided that, if a material breach of this Agreement involved an act, or a
failure to act, which was done, or omitted to be done, by Executive in good
faith and with a reasonable belief that



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Executive's act, or failure to act, was in the best interest of the Company or
was required by applicable law or administrative regulation, such breach shall
not constitute Cause if, within 30 days (10 days in the event of a breach of
covenants contained in Article IX) after Executive is given written notice of
such breach that specifically refers to this Section, Executive cures such
breach to the fullest extent that it is curable.

         1.9 "Change Date" means the date on which a Change in Control first
occurs during the Contract Term and after the Agreement Date.

         1.10 "Change in Control" means any one or more of the following to
occur after the Agreement Date:

                  (a) the acquisition by any Person (including for purposes of
         this definition any "person" within the meaning of Section 13(d) (3) or
         14(d) (2) of the Exchange Act) of beneficial ownership (within the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
         more of either (i) the then outstanding shares of Common Stock (the
         "Outstanding Common Stock") or (ii) the combined voting power of the
         then-outstanding Voting Securities of the Company (the "Outstanding
         Voting Securities"), but excluding (A) any acquisition directly from
         the Company (excluding any acquisition resulting from the exercise of
         an exercise, conversion or exchange privilege unless the security being
         so exercised, converted or exchanged was acquired directly from the
         Company), (B) any acquisition by the Company, (C) any acquisition by an
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any corporation controlled by the Company (a "Company Plan")
         or (D) any acquisition by any corporation pursuant to a transaction
         which complies with clauses (i), (ii) and (iii) of subsection (c) of
         this definition; provided further, that for purposes of clause (B), if
         any Person (other than the Company or any Company Plan) shall become
         the beneficial owner of 20% or more of the Outstanding Common Stock or
         20% or more of the Outstanding Voting Securities by reason of an
         acquisition by the Company, and such Person shall, after such
         acquisition by the Company, become the beneficial owner of any
         additional shares of the Outstanding Common Stock or any additional
         Outstanding Voting Securities (other than pursuant to any dividend
         reinvestment plan or arrangement maintained by the Company) and such
         beneficial ownership is publicly announced, such additional beneficial
         ownership shall constitute a Change in Control;

                  (b) individuals who, as of the Agreement Date, constitute the
         Company Board (the "Incumbent Board") cease for any reason to
         constitute at least a majority of the Incumbent Board; provided that
         any individual who becomes a director of the Company subsequent to the
         Agreement Date whose election, or nomination for election by the
         Company's stockholders, was approved by the vote of at least a majority
         of the directors then comprising the Incumbent Board shall be deemed a
         member of the Incumbent Board; and provided further, that any
         individual who was initially elected as a director of the Company as a
         result of an actual or threatened election contest (as such terms are
         used in Rule 14a-11 promulgated under the Exchange Act) or any other
         actual or threatened solicitation of proxies or consents by or on
         behalf of any Person other than the Company Board shall not be deemed a
         member of the Incumbent Board;



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                  (c) consummation of a reorganization, merger or consolidation
         or sale or other disposition of more than 50% of the operating assets
         of the Company (determined on a consolidated basis) other than in
         connection with a sale-leaseback or other arrangement resulting in the
         continued utilization of such assets (or the operating products of such
         assets) by the Company (such reorganization, merger, consolidation,
         sale or other disposition, a "Corporate Transaction"); excluding,
         however, a Corporate Transaction pursuant to which:

                           (i) all or substantially all of the individuals or
                  entities who are the beneficial owners, respectively, of the
                  Outstanding Common Stock and the Outstanding Voting Securities
                  immediately prior to such Corporate Transaction will
                  beneficially own, directly or indirectly, more than 60% of,
                  respectively, the outstanding shares of common stock, and the
                  combined voting power of the outstanding Voting Securities of
                  such corporation, as the case may be, of the corporation
                  resulting from such Corporate Transaction (including a
                  corporation which as a result of such transaction owns the
                  Company or all or substantially all of its assets either
                  directly or indirectly) in substantially the same proportions
                  relative to each other as their ownership, immediately prior
                  to such Corporate Transaction, of the Outstanding Common Stock
                  and the Outstanding Voting Securities, as the case may be;

                           (ii) no Person (other than the Company; any Company
                  Plan; the corporation resulting from such Corporate
                  Transaction; and any Person which beneficially owned,
                  immediately prior to such Corporate Transaction, directly or
                  indirectly, 20% or more of the Outstanding Common Stock or the
                  Outstanding Voting Securities, as the case may be) will
                  beneficially own, directly or indirectly, 20% or more of,
                  respectively, the outstanding shares of common stock of the
                  corporation resulting from such Corporate Transaction or the
                  combined voting power of the outstanding Voting Securities of
                  such corporation;

                           (iii) individuals who were members of the Incumbent
                  Board will constitute at least a majority of the members of
                  the board of directors of the corporation resulting from such
                  Corporate Transaction; and

                           (iv) Executive shall be appointed or elected to
                  positions in respect of the corporation resulting from such
                  Corporate Transaction that are comparable to the positions
                  held by Executive pursuant to Section 2.1 immediately prior to
                  the Corporate Transaction; or

                  (d) approval by the stockholders of the Company of a plan of
         complete liquidation or dissolution of the Company, other than a plan
         of liquidation or dissolution which results in the acquisition of all
         or substantially all the assets of the Company by its Affiliates.

         1.11 "CIC Termination" means (a) a Termination for Good Reason or a
Termination Without Cause for which (in either case) the Termination Date occurs
during the Post-Change Period, or the Post-Significant Acquisition Period, or
(b) an Imminent Control Change Termination.



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         1.12 "ComEd" -- see the recitals to this Agreement.

         1.13 "Common Stock" means common stock, without par value, of the
Company.

         1.14 "Company" -- see the recitals to this Agreement.

         1.15 "Company Board" means the Board of Directors of the Company.

         1.16 "Compensation Committee" means the Compensation Committee of the
Company Board, or any successor committee thereto.

         1.17 "Confidential Information" means any information not generally
known in the relevant trade or industry, which was obtained from the Company or
any Company Affiliate, or which was learned, discovered, developed, conceived,
originated or prepared during or as a result of the performance of any services
by Executive on behalf of the Company or any Company Affiliate and which:

                  (a) relates to one or more of the following:

                           (i) trade secrets of the Company or an Affiliate
                  thereof or any customer or supplier of the Company or an
                  Affiliate thereof;

                           (ii) existing or contemplated products, services,
                  technology, designs, processes, formulae, algorithms, research
                  or product developments of the Company or an Affiliate thereof
                  or any customer or supplier of the Company or an Affiliate
                  thereof;

                           (iii) business plans, sales or marketing methods,
                  methods of doing business, customer lists, customer usages
                  and/or requirements, supplier information of the Company or an
                  Affiliate thereof or any customer or supplier of the Company
                  or an Affiliate thereof; or

                  (b) the Company or an Affiliate thereof or any customer or
         supplier of the Company or an Affiliate thereof may reasonably have the
         right to protect by patent, copyright or by keeping it secret and
         confidential.

Confidential Information does not include any information that is or may become
publicly known other than through the improper actions of Executive.

         1.18 "Contract Term" -- see Section 3.1.

         1.19 "Disability" means a mental or physical condition which, in the
opinion of the Company Board, renders Executive unable or incompetent to carry
out the job responsibilities which such Executive held or the duties to which
Executive was assigned at the time the disability was incurred, which has
existed for at least three months and which in the opinion of a physician
mutually agreed upon by the Company and Executive (provided that neither party
shall unreasonably withhold or delay such agreement) is expected to be permanent
or to last for an indefinite duration or a duration in excess of six months.



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         1.20 "Early Retirement" means a Termination of Employment by Executive
on or after March 16, 2003, other than a Normal Retirement or a Termination for
Good Reason prior to Normal Retirement.

         1.21 "Exchange Act" means the Securities Exchange Act of 1934.

         1.22 "Executive" -- see the recitals to this Agreement.

         1.23 "Failure to Appoint or Elect" -- see the definition of "Good
Reason".

         1.24 "Formula Annual Incentive" means, subject to ss. 8.1(a), the
greater of (i) the Annual Incentive for the latest calendar year ended on or
before the Termination Date, or (ii) the average of the Annual Incentives that
were actually paid (or would have been paid in respect of the year preceding the
Termination Date but for a termination of Executive's employment after the end
of such preceding year) to Executive with respect to Executive's last three full
calendar years of employment by the Company, Unicom Corporation or any Affiliate
of the Company. For purposes of clause (ii) of the preceding sentence, if Annual
Incentives have been paid to Executive in respect of fewer than three years,
such average shall be computed by reference to the Annual Incentives that were
actually paid to Executive.

         1.25 "Good Reason" means any material breach of this Agreement by the
Company, including:

                  (a) a failure to provide the compensation and benefits
         required by this Agreement, including a reduction in the Base Salary of
         Executive below the Base Salary in effect during the immediately
         preceding year under this Agreement or, where applicable, the Prior
         Agreement, unless such reduction is commensurate with and part of a
         general salary reduction program applicable to all senior executives of
         the Company;

                  (b) failure to appoint or elect Executive (i) for the period
         beginning at the Merger Date and continuing until the last day of the
         first half of the Transition Period, the President and Co-Chief
         Executive Officer of the Company, the Chairman of the Executive
         Committee of the Company Board and as a member of the Company Board,
         (ii) for the period beginning at the commencement of the last half of
         the Transition Period and continuing until the last day of the
         Transition Period, the Co-Chief Executive Officer of the Company, the
         Chairman of the Company Board and a member of the Company Board, and
         (iii) for the period commencing immediately prior to the end of the
         Transition Period and continuing after the Transition Period, the sole
         Chief Executive Officer of the Company, Chairman of the Company Board
         and a member of the Company Board; except that, in the event that prior
         to the end of the Transition Period Corbin A. McNeill, Jr. should cease
         to serve as Co-Chief Executive Officer of the Company, or prior to the
         end of the first half of the Transition Period as Chairman of the
         Company Board, "Good Reason" under this subsection (b) shall also
         include failure to immediately appoint or elect Executive as sole Chief
         Executive Officer and/or Chairman of the Company Board, as applicable;
         (a "Good Reason" within the meaning of this Section 1.25(b) is herein
         referred to as a "Failure to Appoint or Elect");

                  (c) causing or requiring Executive to report to any Person or
         group other than the Company Board;




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                  (d) any material adverse change in the status,
         responsibilities or perquisites of Executive; or

                  (e) any public announcement by the Company Board that it is
         seeking a replacement for Executive, which announcement is made prior
         to Executive's attaining age 60, unless Executive has consented to such
         announcement;

provided, however, that an act or omission shall not constitute a material
breach of this Agreement by the Company:

                           (i) unless Executive gives the Company 30 days' prior
                  notice of such act or omission and the Company fails to cure
                  such act or omission within the 30-day period;

                           (ii) if Executive first acquired actual knowledge of
                  such act or omission more than 12 months before Executive
                  gives the Company such notice; or

                           (iii) if Executive has consented in writing to such
                  act or omission in a document that makes specific reference to
                  this Section.

         1.26 "Imminent Control Change" means, as of any date on or after the
Agreement Date and prior to the Change Date, the occurrence of any one or more
of the following:

         (a) the Board approves a specific agreement the consummation of which
         would constitute a Change in Control;

         (b) any SEC Person commences a "tender offer" (as such term is used in
         Section 14(d) of the Exchange Act) or exchange offer, which, if
         consummated, would result in a Change in Control; or

         (c) any SEC Person files with the United States Securities and Exchange
         Commission a preliminary or definitive proxy solicitation or election
         contest to elect or remove one or more members of the Board, which, if
         consummated or effected, would result in a Change in Control;

provided, however, that an Imminent Control Change will lapse and cease to
qualify as an Imminent Control Change:

                           (i) With respect to an Imminent Control Change
                  described in clause (a) of this definition, the date such
                  agreement is terminated, cancelled or expires without a Change
                  Date occurring;

                           (ii) With respect to an Imminent Control Change
                  described in clause (b) of this definition, the date such
                  tender offer or exchange offer is withdrawn or terminates
                  without a Change Date occurring;

                           (iii) With respect to an Imminent Control Change
                  described in clause (c) of this definition, (1) the date the
                  validity of such proxy solicitation or election



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                  contest expires under relevant state corporate law, or (2) the
                  date such proxy solicitation or election contest culminates in
                  a shareholder vote, in either case without a Change Date
                  occurring; or

                           (iv) The date a majority of the members of the
                  Incumbent Board make a good faith determination that any event
                  or condition described in clause (a), (b), or (c) of this
                  definition no longer constitutes an Imminent Control Change,
                  provided that such determination may not be made prior to the
                  twelve (12) month anniversary of the occurrence of such event.

         1.27 "Imminent Control Change Period" means the period commencing on
the date of an Imminent Control Change, and ending on the first to occur
thereafter of

                  (a) a Change Date, provided

                           (i) such date occurs no later than the one-year
                  anniversary of the Termination Date, and

                           (i) either the Imminent Control Change has not
                  lapsed, or the Imminent Control Change in effect upon such
                  Change Date is the last Imminent Control Change in a series of
                  Imminent Control Changes unbroken by any period of time
                  between the lapse of an Imminent Control Change and the
                  occurrence of a new Imminent Control Change;

                  (b) the date an Imminent Control Changes lapses without the
         prior or concurrent occurrence of a new Imminent Control Change; or

                  (c) the twelve-month anniversary of the Termination Date.

         1.28 "Imminent Control Change Termination" means a Termination for Good
Reason or a Termination Without Cause for which the Termination Date occurs
during an Imminent Control Change Period, but only if the Imminent Control
Change Period culminates in a Change Date, and only if the Termination of
Employment would not be a Special Termination but for the fact that it occurred
during an Imminent Control Change Period.

         1.29 "including" means including without limitation.

         1.30 "Key Employee" means any employee of the Company who is Group
Level 12 or above ("Group Level") or any employee of any Affiliate of the
Company who is at a level which is the equivalent of Group Level.

         1.31 "LTIP" means the Company's Long-Term Incentive Plan.

         1.32 "Merger" -- see the recitals to this Agreement.

         1.33 "Merger Agreement" means the Agreement and Plan of Exchange and
Merger, dated January 7, 2000 by and among Peco Energy Company, Newholdco
Corporation and Unicom Corporation, as amended and restated.



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         1.34 "Merger Date" -- see the recitals to this Agreement.

         1.35 "Normal Retirement" means a Termination of Employment by Executive
either (i) on or after March 16, 2006 or (ii) on or after March 16, 2003 if the
Company Board shall have determined with the written consent of the Executive
that such Termination shall constitute Normal Retirement for purposes of this
Agreement.

         1.36 "Option" means an option to purchase shares of Common Stock
pursuant to the terms and conditions of either this Agreement and the LTIP (or
any successor plan) or the Prior Agreement and the Unicom Corporation Long-Term
Incentive Plan.

         1.37 "Option Expiration Date" means, with respect to a specific Option,
the expiration date of such Option as specified in the grant agreement or the
plan (as applicable) relating thereto.

         1.38 "Person" means any individual, sole proprietorship, partnership,
limited liability company, joint venture, trust, unincorporated organization,
association, corporation, institution, entity or government (whether federal,
state, county, municipal or otherwise).

         1.39 "Post-Change Period" means the period commencing upon a Change in
Control and ending 24 months thereafter.

         1.40 "Post-Retirement Health Care Coverage" means the medical, dental
and vision care coverage provided by the Company from time to time to its
retired senior executives who retired at or after March 10, 1998.

         1.41 "Post-Significant Acquisition Period" means the period commencing
on the date of a Significant Acquisition that occurs during the Contract Term
and prior to a Change Date, and ending on the first to occur of (a) the end of
the 18-month period commencing on the date of the Significant Acquisition, (b)
the Change Date, or (c) the Termination Date.

         1.42 "Practices" means practices, policies and programs.

         1.43 "Prior Agreement" -- see the recitals to this Agreement.

         1.44 "Prorated Annual Incentive" means, in respect of the calendar year
during which the Termination Date occurs, an amount equal to the product of the
Formula Annual Incentive multiplied by a fraction, the numerator of which equals
the number of days between January 1 of such calendar year and the Termination
Date and the denominator of which equals 365.

         1.45 "SEC Person" means any Person (as such term is used in Rule 13d-5
of the SEC under the Exchange Act) or group (as such term is defined in Sections
3(a)(9) and 13(d)(3) of the Exchange Act), other than (a) the Company or an
Affiliate, or (b) any employee benefit plan (or any related trust) or Company or
any of its Affiliates.

         1.46 "SERP Benefit" -- see Section 6.2(a).

         1.47 "Service Annuity System" means the Commonwealth Edison Company
Service Annuity System.



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         1.48 "Severance Period" means the period that commences on the
Termination Date and ends two years after the Termination Date; provided,
however, that if (i) the Termination Date occurs at any time prior to December
31, 2004, (ii) the Executive's Termination of Employment is a CIC Termination,
or (iii) the Termination Date occurs at any time because of a Termination for
Good Reason for Failure to Appoint or Elect, the Severance Period shall end
three years after the Termination Date.

         1.49 "Significant Acquisition" means a Corporate Transaction affecting
the headquarters for the Company's corporate business operations that is
consummated after the Agreement Date and prior to the Change Date, which
Corporate Transaction is not a Change in Control, provided that as a result of
such Corporate Transaction, all or substantially all of the individuals and
entities who are the Beneficial Owners (as defined in Rule 13d-3 of the United
States Securities and Exchange Commission under the Exchange Act), respectively,
of the outstanding common stock of Company and outstanding Voting Securities of
the Company immediately prior to such Corporate Transaction beneficially own,
directly or indirectly, more than 60% but not more than 66-2/3% of,
respectively, the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which, as a result of such transaction, owns the Company or all or
substantially all of the assets of the Company either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Corporate Transaction of the outstanding common stock
of Company and outstanding Voting Securities of the Company, as the case may be.

         1.50 "Special Termination" means any of a CIC Termination, a Special
Termination for Good Reason or a Special Termination Without Cause.

         1.51 "Special Termination for Good Reason" means (a) any Termination
for Good Reason occurring before the earlier of Normal Retirement or December
31, 2004, or (b) a Termination for Failure to Appoint or Elect for which the
Termination Date is prior to Normal Retirement.

         1.52 "Special Termination Without Cause" means a Termination Without
Cause occurring before the earlier of Normal Retirement or December 31, 2004.

         1.53 "Supplemental Retirement Plan" means the Commonwealth Edison
Company Supplemental Management Retirement Plan.

         1.54 "Taxes" means federal, state, local or other income, employment or
other taxes.

         1.55 "Termination Date" means the date as of which Executive's
employment with the Company and all Affiliates thereof is terminated by the
Company or by Executive for any reason.

         1.56 "Termination for Good Reason" means a Termination of Employment by
Executive for Good Reason.

         1.57 "Termination of Employment" occurs on the first day on which
Executive is for any reason no longer employed by the Company or any Affiliate
thereof.


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         1.58 "Termination Without Cause" means a termination of Executive's
employment by the Company and all Affiliates thereof for any reason other than
Cause or Disability.

         1.59 "Transition Period" means the period beginning on the Merger Date
and ending on December 31, 2003.

         1.60 "Voting Securities" means, with respect to a corporation, the
securities of such corporation entitled to vote generally in the election of the
directors of such corporation.

                                  ARTICLE II.
                                     DUTIES

         2.1 Duties. During the Contract Term, (a) for the period beginning at
the Merger Date and continuing until the last day of the first half of the
Transition Period, Executive shall be the President and Co-Chief Executive
Officer of the Company, the Chairman of the Executive Committee of the Company
Board, and a member of the Company Board, (b) for the period beginning at the
commencement of the last half of the Transition Period and continuing until the
last day of the Transition Period, Executive shall be the Co-Chief Executive
Officer of the Company, the Chairman of the Company Board and a member of the
Company Board, and (c) for the period commencing immediately prior to the end of
the Transition Period and continuing after the Transition Period, Executive
shall be sole Chief Executive Officer of the Company, Chairman of the Company
Board and a member of the Company Board. In the event, however, that prior to
the end of the Transition Period Corbin A. McNeill, Jr. should cease during the
Contract Term to serve as Co-Chief Executive Officer of the Company, Executive
shall immediately be sole Chief Executive Officer of the Company, and if Corbin
A. McNeill, Jr. should cease to serve during the Contract Term as Chairman of
the Company Board prior to the end of the first half of the Transition Period,
Executive shall immediately become Chairman of the Company Board. It is
contemplated that, in connection with each annual meeting of shareholders (or
action by written consent in lieu thereof) of the Company during the Contract
Term, the shareholders of the Company will elect Executive to the Company Board.
During the Contract Term (excluding any periods of vacation, sick leave or
disability to which Executive is entitled), Executive (subject to Section 2.2)
shall devote his full attention and time to the business and affairs of the
Company and use his best efforts to perform his duties and responsibilities
described herein.

         2.2 Other Activities. Executive may (a) serve on corporate, civic or
charitable boards or committees, (b) fulfill speaking engagements or teach at
educational institutions or (c) manage personal investments, in each case to the
extent that such activities do not materially interfere with the performance of
his duties under this Agreement.

                                  ARTICLE III.
                                TERM OF AGREEMENT

         3.1 Term. The term of this Agreement (the "Contract Term") began at the
Merger Date and shall continue in effect until the Termination Date.



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                                  ARTICLE IV.
                                  COMPENSATION

         4.1 Base Salary. The Company shall pay Executive in accordance with its
normal payroll practices an annual salary (the "Base Salary") which shall be
reviewed at least annually and may be adjusted at any time and from time to time
as shall be determined by the Compensation Committee, except that during the
Transition Period Executive's Base Salary shall not be less than the annual
salary of the other Co-Chief Executive Officer, if any, of the Company. Any
increase in Base Salary shall not limit or reduce any other obligation to
Executive under this Agreement.

         4.2 Annual Incentive. During the Contract Term, Executive shall
participate in the Exelon Annual Incentive Award Program, and any successor
thereto, and shall be eligible to receive an annual incentive award ("Annual
Incentive") in accordance with the terms and conditions thereof and on the same
basis as other senior executives of the Company, except that during the
Transition Period such award shall not be less than that of the other Co-Chief
Executive Officer, if any, of the Company.

         4.3 Long-Term Incentives. During the Contract Term, Executive shall
participate in the Company's LTIP, and any successor thereto, in accordance with
the terms and conditions thereof and on the same basis as other senior
executives of the Company, except that during the Transition Period such
participation shall be on a basis that is not less than that of the other
Co-Chief Executive Officer, if any, of the Company.

         4.4 Deferred Stock and Additional Option.

                  (a) Deferred Stock. Pursuant to the Prior Agreement, Executive
         was granted on February 19, 1999, a right to receive on the Payment
         Date (as defined in the last sentence of Section 4.4(b)), shares of
         common stock of Unicom equal to the sum of:

                           (i) 12,343.661 (the "Initial Deferred Shares") which,
                  pursuant to the Merger Agreement have been converted to shares
                  of Common Stock, plus

                           (ii) the aggregate number of shares of common stock
                  of Unicom Corporation (and after the Merger Date, Common
                  Stock) that would be issued from time to time if all dividends
                  (other than dividends payable in Unicom Corporation common
                  stock and, after the Merger Date, in Common Stock) payable in
                  respect of the Initial Deferred Shares were reinvested in
                  additional shares of Unicom Corporation common stock and,
                  after the Merger Date, in Common Stock, based on the fair
                  market value (as determined in accordance with the LTIP or any
                  applicable successor plan) of Unicom Corporation common stock
                  or Common Stock as of the applicable dividend payment date.

         Such Deferred Shares shall be payable as provided in this Section 4.4;
         provided, however, that the aggregate number and kind of Deferred
         Shares shall from time to time be equitably adjusted to prevent any
         material dilution or enlargement of the aggregate value of the Deferred
         Shares that may otherwise occur by reason of a change in the number or
         kind of outstanding shares of Common Stock resulting from any
         recapitalization, reorganization, merger, consolidation, stock split,
         stock dividend or any



                                      -12-

<PAGE>

         similar change affecting such Common Stock (other than a dividend which
         is deemed to have been reinvested pursuant to clause (ii) of this
         Section 4.4(a)).

                  (b) Vesting and Payment. As of the Agreement Date the Deferred
         Shares had become 100% vested. On or before the fifth business day
         following Executive's Termination Date (such day, the "Payment Date"),
         the Company shall deliver to Executive a number of shares of Common
         Stock equal to the number of Deferred Shares.

                  (c) Effect on SERP Benefit. Solely for purposes of determining
         the amount of Executive's SERP Benefit pursuant to Section 6.2,
         Executive's Annual Incentive with respect to each of 1998 and 1999
         under the Prior Agreement shall be deemed to have been $300,000 greater
         than the Annual Incentive actually paid to Executive in respect of such
         years.

                                   ARTICLE V.
                                  OPTION GRANTS

         5.1 Grants Prior to the Agreement Date. Pursuant to the terms of the
Prior Agreement, Executive has been granted Options prior to the Agreement Date.
Subject to the provisions of Article VII and Article VIII, such Options shall be
exercisable according to their terms and the terms of the Unicom Corporation
Long-Term Incentive Plan (for Options granted prior to the Merger Date) or the
LTIP (for Options granted on or after the Merger Date) as applicable.

         5.2 Future Grants. On and after the Agreement Date, during the Contract
Term, the Compensation Committee shall in its discretion consider Executive for
possible annual or other grants of Options under the LTIP on the same date or
dates and on the same basis as other senior executives of the Company, except
that during the Transition Period such grants shall be in amounts which are not
less than those granted to the other Co-Chief Executive Officer, if any, of the
Company.

                                  ARTICLE VI.
                                 OTHER BENEFITS

         6.1 Savings and Other Plans. During the Contract Term, Executive shall
be entitled to participate in all savings, deferred compensation and retirement
plans which are or may hereafter become generally available to senior executives
of the Company (subject to the eligibility requirements of such plans, except as
such eligibility requirements are modified by the provisions of Article IV and
this Article VI), except that during the Transition Period such participation
shall be on terms no less favorable than those available to the other Co-Chief
Executive Officer, if any, of the Company.

         6.2 Retirement Benefits.

                  (a) Upon the first to occur of Executive's Early Retirement or
         Normal Retirement, a Termination Without Cause, a Termination for Good
         Reason, a Termination of Employment by reason of death or Disability or
         a Termination of Employment by the Executive for any other reason on or
         after the first anniversary of the Merger Date (any of the foregoing, a
         "SERP Payment Event"), Executive (or, in the



                                      -13-

<PAGE>

         event of his death, his surviving spouse) shall thereafter receive a
         retirement benefit (the "SERP Benefit") determined pursuant to Section
         6.2(b).

                  (b) The SERP Benefit to be provided to Executive during any
         year shall equal an amount which, when added to all other retirement
         benefits provided to Executive by the Company and its Affiliates during
         such year (including payments under the Service Annuity System, the
         Supplemental Retirement Plan, any Social Security supplement paid by
         ComEd until Executive attains age 65, any retirement benefit paid
         pursuant to Section 8.4, and any other sources) results in an aggregate
         annual retirement benefit equal to the annual retirement benefit that
         would have been payable under the Service Annuity System (including
         under the Supplemental Retirement Plan) as in effect on March 10, 1998,
         calculated as though Executive had:

                           (i) retired at age 60 (or, if greater, his attained
                  age upon the first SERP Payment Event), and

                           (ii) accrued 20 years of service on March 16, 1998
                  and one additional year of service on each annual anniversary
                  of March 16, 1998 occurring on or before the Termination Date;

         provided, however, that in no event shall any SERP Benefit be payable:

                           (A) during the Severance Period if either Section 7.3
                  or 8.3 is applicable,

                           (B) in the event that, before the first SERP Payment
                  Event, Executive shall have received a Notice of Consideration
                  (as defined in Section 7.1(b)(i)) and his employment is
                  subsequently terminated by the Company for Cause, or

                           (C) in the event of any Termination of Employment
                  other than in connection with a SERP Payment Event.

         In addition, Executive's right to receive the SERP Benefit shall be
subject to Section 7.7.

                  (c) Executive shall have the option to receive the SERP
         Benefit (i) as a lump-sum amount, payable within 30 days after
         Termination of Employment notwithstanding the provisions of Section
         6.2(b)(A), (ii) as a regular life annuity, or (iii) as a joint and
         survivor marital annuity (to be appropriately adjusted in accordance
         with the provisions of the Service Annuity System). In the event of
         Executive's death during his employment by the Company, his spouse will
         immediately become entitled to a surviving spouse benefit.

         6.3 Welfare Benefits. During the Contract Term, Executive (and his
family) shall be eligible to participate in and shall receive benefits under all
welfare benefit plans and Practices provided by the Company (including medical,
prescription, dental, vision care, disability, salary continuance, employee
life, group life, dependent life, accidental death and travel accident insurance
plans and programs) generally available to senior executives of the Company;
provided, however, that the Company shall provide at no cost to Executive an
amount of term life insurance coverage that, when added to the coverage
available at no cost to Executive under the Company's group or employee life
plans or programs, equals three times his Base Salary.



                                      -14-

<PAGE>

During the Transition Period participation in such welfare benefit plans and
Practices shall be on terms no less favorable than those available to the other
Co-Chief Executive Officer, if any, of the Company.

         6.4 Employee Benefits. During the Contract Term, Executive shall be
entitled to employee benefits generally available to other senior executives of
the Company, including financial planning and tax planning services, except that
during the Transition Period such employee benefits available to Executive shall
be no less favorable than those available to the other Co-Chief Executive
Officer, if any, of the Company.

         6.5 Time Off. During each year of the Contract Term, Executive shall be
entitled to 30 "paid time off" days in accordance with the PTO policy applicable
to senior executives of the Company, except that during the Transition Period
such amount shall not be less than the days applicable to the other Co-Chief
Executive Officer, if any, of the Company.

         6.6 Expenses. During the Contract Term, Executive shall be entitled to
receive prompt reimbursement for all of his reasonable employment-related
expenses upon the Company's receipt of accounting in accordance with Practices
applicable to senior executives of the Company, except that during the
Transition Period such Practices shall not be less favorable than those
applicable to the other Co-Chief Executive Officer, if any, of the Company.

         6.7 Office; Support Staff. During the Contract Term, Executive shall be
entitled to an office of a size and with furnishings and other appointments, and
to personal secretarial and other assistance, as is appropriate to the positions
being assumed by Executive, but in no event less than those provided to other
senior executives of the Company or to the other Co-Chief Executive Officer, if
any, of the Company.

                                  ARTICLE VII.
                              TERMINATION BENEFITS

         7.1 Termination for Cause or Other Than for Good Reason, Retirement,
Death or Disability.

                  (a) If Executive's employment is terminated by the Company for
         Cause or by Executive for any reason other than Good Reason, death,
         Disability, Early Retirement or Normal Retirement, then:

                           (i) the Company shall within 10 days after the
                  Termination Date pay Executive his Accrued Base Salary and
                  Accrued Annual Incentive; and

                           (ii) all of Executive's Options (whether or not then
                  exercisable) shall expire on the Termination Date.

         (b) The Company may not terminate Executive's employment for Cause
unless:

                           (i) no fewer than 30 days prior to the Termination
                  Date, the Company provides Executive with written notice of
                  its intent to consider a termination of employment for Cause
                  that states the proposed Termination Date and includes a



                                      -15-

<PAGE>

                  detailed description of the specific reasons which form the
                  basis for such consideration (the "Notice of Consideration");

                           (ii) during a period of not fewer than 15 days after
                  the date Notice of Consideration is provided, Executive shall
                  have the opportunity to appear before the Company Board, with
                  legal representation if he so elects, to present arguments on
                  his own behalf; and

                           (iii) following the presentation to the Company Board
                  as provided in clause (ii) above, Executive shall be
                  terminated for Cause only if (x) not less than 60% of the
                  members of the Company Board (other than Executive if
                  Executive is a member of the Company Board, or any other
                  member of the Company Board alleged to be involved in the
                  events that form the basis of the proposed termination for
                  Cause) determines that the actions of Executive constituted
                  Cause and that his employment should accordingly be terminated
                  for Cause; and (y) the Company Board provides Executive with a
                  written determination setting forth the basis of such
                  termination of employment which shall be consistent with the
                  reasons set forth in the Notice of Consideration.

                  (c) After providing Notice of Consideration to Executive, the
         Company Board may suspend Executive with pay pending a final
         determination pursuant to this Section.

         7.2 Termination for Death or Disability. If Executive's employment
terminates due to death or Disability:

                  (a) the Company shall pay to Executive, his Beneficiaries or
         his estate, as the case may be, immediately after the Termination Date
         an amount which is equal to the sum of his Accrued Base Salary, Accrued
         Annual Incentive and Prorated Annual Incentive; and

                  (b) each of Executive's Options (including any Options not
         then exercisable) shall be fully exercisable and shall remain
         exercisable until the applicable Option Expiration Date.

         7.3 Termination Without Cause or for Good Reason. Except as otherwise
provided in Section 8.3, in the event of a Termination Without Cause or a
Termination for Good Reason:

                  (a) Executive shall receive a lump sum equal to his Accrued
         Base Salary, Accrued Annual Incentive, and Prorated Annual Incentive;

                  (b) Executive shall receive for the duration of the Severance
         Period,

                           (i) periodic payments in accordance with the
                  Company's normal payroll practices and in amounts equal to his
                  Base Salary in effect under this Agreement or, where
                  applicable, the Prior Agreement during the calendar year
                  preceding the Termination Date and, for each year during the
                  Severance Period, the Formula Annual Incentive, and



                                      -16-

<PAGE>

                           (ii) a continuation of the benefits described in
                  Section 6.3 to which Executive and his family are entitled as
                  of the Termination Date (or, if such benefits are not
                  available, the economic equivalent thereof);

                  (c) each of Executive's Options that is exercisable on the
         Termination Date shall remain exercisable until the applicable Option
         Expiration Date;

                  (d) each of Executive's Options that has not yet become
         exercisable as of the Termination Date shall become exercisable during
         the Severance Period at such times and in such amounts (if any) as if
         Executive had remained employed by the Company throughout the Severance
         Period and, after becoming so exercisable, shall remain exercisable
         until the applicable Option Expiration Date; and

                  (e) any of Executive's Options that remain unexercisable at
         the end of the Severance Period shall be forfeited.

         7.4 Termination Upon Normal Retirement. If Executive's employment
terminates due to Normal Retirement:

                  (a) Executive shall receive a lump sum equal to his Accrued
         Base Salary, Accrued Annual Incentive, and Prorated Annual Incentive;

                  (b) each of Executive's Options that is exercisable on the
         Termination Date shall remain exercisable until the applicable Option
         Expiration Date; and

                  (c) each of Executive's Options that has not yet become
         exercisable as of the Termination Date shall become exercisable after
         Executive's retirement at such times and in such amounts as if
         Executive had remained employed by the Company following his retirement
         and, after becoming so exercisable, shall remain exercisable until the
         applicable Option Expiration Date.

         7.5 Termination Upon Early Retirement. If Executive's employment
terminates due to Early Retirement:

                  (a) Executive shall receive a lump sum equal to his Accrued
         Base Salary, Accrued Annual Incentive, and Prorated Annual Incentive;

                  (b) each of Executive's Options that is exercisable on the
         Termination Date shall remain exercisable until the later to occur of
         (i) the end of the period that is applicable under such circumstances
         pursuant to the form of grant agreement in general use for grants to
         senior executives at the time such Option was granted or (ii) 90 days
         after the Termination Date, but in no event after the applicable Option
         Expiration Date; and

                  (c) each of Executive's Options that has not yet become
         exercisable as of the Termination Date shall expire on the Termination
         Date.

         7.6 Post-Retirement Health Care Coverage. In the event of any
Termination of Employment on account of death, Disability, Early Retirement,
Normal Retirement, any Termination for Good Reason or Termination Without Cause,
Executive and his spouse shall



                                      -17-

<PAGE>

each be entitled to Post-Retirement Health Care Coverage for the remainder of
their respective lives. Such coverage shall not duplicate any benefits that may
then be available to Executive and his spouse under Section 6.3 and shall be
secondary to any coverage provided by any other employer or Medicare.

         7.7 Breach of Covenants; Exculpation. In the event of (a) a willful and
material breach by Executive of any of the covenants contained in Article IX, or
(b) a failure by Executive to cure (to the fullest extent curable) a non-willful
breach of any of such covenants within 10 days after his receipt of a written
notice thereof from the Company, the Company shall be entitled, after obtaining
a final judicial determination (or, if the Company reasonably determines, based
upon the advice of counsel, that it is more likely than not that each of the
Circuit Court of Cook County, Illinois and the United States District Court for
the Northern District of Illinois will decline to adjudicate the issue, a final
decree in an arbitration proceeding conducted in accordance with the rules of
the American Arbitration Association, with such arbitration proceeding to be
conducted in Chicago, Illinois before a panel of three arbitrators) to the
effect that such action by the Company is appropriate and consistent with the
requirements and procedures set forth in this Agreement, to take any or all of
the following actions:

                           (i) discontinue the SERP Benefit and any or all
                  payments and benefits provided to Executive pursuant to
                  Article VII and any other provision of this Agreement,

                           (ii) terminate any Options then held by Executive,
                  whether or not then exercisable, and

                           (iii) require Executive to:

                                    (w) repay to the Company all amounts
                           previously received by Executive pursuant to any
                           provision of Article VII on or after the first date
                           on which the Executive breached any of the covenants
                           contained in Article IX (the "Breach Date"),

                                    (x) repay to the Company all amounts
                           previously received by Executive pursuant to the SERF
                           Benefit at any time on or after the Termination Date,

                                    (y) pay to the Company an amount equal to
                           the aggregate "spread" on all Options exercised on or
                           after the Breach Date, and

                                    (z) repay to the Company any other amount
                           that it paid to Executive on or after the Breach Date
                           which Executive would not have been entitled to
                           receive if the Company had terminated the employment
                           of Executive for Cause as of the Breach Date;

provided, however, that (I) no benefits shall be discontinued or terminated nor
shall Executive have any monetary liability to the Company for any breach of the
covenants contained in Article IX for any act or failure to act, including
without limitation simple negligence or an error in judgment, if such act or
failure to act was done in good faith, with a reasonable belief that the act, or
failure to act, was in the best interest of the Company or was required by
applicable law or



                                      -18-

<PAGE>

administrative regulations, and was not done primarily to benefit Executive and
(II) no action may be brought under this Section 7.7 more than three years after
the Termination Date. For purposes of clause (iii) (y) of the preceding
sentence, "spread" in respect of any Option shall mean the product of the number
of shares as to which such Option has been exercised on or after the Breach Date
multiplied by the difference between the closing price of the Common Stock on
the exercise date (or if the Common Stock did not trade on the New York Stock
Exchange on the exercise date, the most recent date on which the Common Stock
did so trade) and the exercise price of the Option.

         7.8 Other Employment; Other Plans. Executive shall not be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to Executive under any provision of this Agreement. The amounts
payable hereunder shall not be reduced by any payments received by Executive
from any other employer; provided, however, that any continued welfare benefits
provided for by Section 6.3 shall not duplicate any benefits that are provided
to Executive and his family by such other employer and shall be secondary to any
coverage provided by such other employer. The provisions of this Article VII or
Article VIII will not limit the entitlement of Executive to any other benefits
available to Executive under any benefit plan or Practice that is maintained by
the Company, Unicom Corporation or any Company Affiliate in which Executive
participates.

                                 ARTICLE VIII.
           EFFECTS OF CERTAIN CONTROL CHANGES AND SPECIAL TERMINATIONS

         8.1 Effect on Certain Defined Terms.


                  (a) For purposes of a Special Termination, the term "Formula
         Annual Incentive" shall mean the greater of (i) that amount determined
         pursuant to Section 1.24 or (ii) Executive's target Annual Incentive
         determined as of the Termination Date.

                  (b) For purposes of a CIC Termination, the term "Good Reason,"
         in addition to the meaning specified in Section 1.25 and subject to the
         proviso at the end of Section 1.25 shall also mean:

                           (i) a determination by Executive, made in good faith
                  at any time during the Post-Change Period, Post-Significant
                  Acquisition Period or Imminent Control Change Period, as
                  applicable, that, as a result of a Change in Control,
                  Significant Acquisition, or Imminent Control Change he is
                  substantially unable to perform, or that there has been a
                  material reduction in, any of his duties, functions,
                  responsibilities or authority;

                           (ii) the failure for any reason of any successor to
                  the Company to assume this Agreement in writing as required by
                  Section 8.2;

                           (iii) a relocation of the principal offices of the
                  Company at any time during the Post-Change Period,
                  Post-Significant Acquisition Period, or Imminent Control
                  Change Period more than 50 miles from the location of such
                  offices immediately before the Change Date, the date on which
                  the Post-Significant Acquisition Period begins or the date of
                  the Imminent Control Change; or





                                      -19-

<PAGE>

                           (iv) during any 12-month period commencing on the
                  Change Date, the date of the Significant Acquisition, or date
                  of the Imminent Control Change, as applicable, an increase of
                  at least 20% in the amount of time that Executive is required
                  to devote to business-related travel outside of the
                  metropolitan Chicago, Illinois area relative to the amount of
                  time that Executive devoted to such business travel during the
                  12-month period immediately prior to the Change Date, the date
                  of the Significant Acquisition, or date of the Imminent
                  Control Change, as applicable, but only to the extent that
                  such increase is attributable to requirements imposed upon
                  Executive by the Company.

         8.2 Successor(s). Before the consummation of any Change in Control, the
Company shall obtain from each Person that becomes a successor of the Company by
reason of the Change in Control the unconditional written agreement of such
Person to assume this Agreement and to perform all of the obligations of the
Company hereunder.

         8.3 Special Terminations and Termination in Certain Other Situations.

                  (a) In the event of a Special Termination, the provisions of
         Section 7.3 shall be inapplicable and, in lieu thereof:

                           (i) Executive shall receive a lump sum equal to his
                  Accrued Base Salary, Accrued Annual Incentive, and Formula
                  Annual Incentive;

                           (ii) Executive shall receive a lump sum equal to
                  three (3.0) times the sum of (x) his Base Salary in effect
                  under this Agreement or, where applicable, the Prior Agreement
                  during the calendar year preceding the Termination Date and
                  (y) his Formula Annual Incentive determined as of the
                  Termination Date;

                           (iii) Executive and his family shall receive for the
                  duration of the Severance Period, a continuation of the
                  benefits described in Section 6.3 to which Executive and his
                  family are entitled as of the Termination Date (or, if such
                  benefits are not available, the economic equivalent thereof)
                  and, upon the expiration of the Severance Period, Executive
                  and his spouse shall be entitled to Post-Retirement Health
                  Care Coverage in accordance with the provisions of Section
                  7.6;

                           (iv) Company shall, at its expense, engage a
                  professional outplacement organization which shall provide
                  individual outplacement services to Executive for a period of
                  up to twelve months;

                           (v) each of Executive's Options that is exercisable
                  on the Termination Date shall remain exercisable until the
                  applicable Option Expiration Date;

                           (vi) each of Executive's Options that is not fully
                  exercisable as of the Termination Date shall immediately
                  become fully exercisable and shall thereafter remain
                  exercisable until the applicable Option Expiration Date;

                           (vii) all forfeiture conditions which as of the
                  Termination Date are applicable to any deferred stock unit,
                  restricted stock or restricted share units




                                      -20-

<PAGE>

                  awarded to Executive by the Company pursuant to the LTIP, a
                  successor plan, or otherwise at any time during the Contract
                  Term or by Unicom Corporation pursuant to the Unicom
                  Corporation Long-Term Incentive Plan or otherwise at any time
                  during the contract term under the Prior Agreement, shall
                  lapse immediately; and

                           (viii) If all or any portion of any of Executive's
                  awards under any other bonus or incentive arrangement under
                  the LTIP or the Unicom Corporation Long-Term Incentive Plan
                  shall for any reason be unvested as of the Termination Date,
                  the Company shall pay Executive a benefit equal to the
                  increase in the benefit that Executive would have received if
                  the unvested portion of such benefit had become fully vested
                  as of the Termination Date.

                  (b) Subject to the balance of this paragraph, amounts and
         benefits to be paid or provided under this Section 8.3(a) shall be paid
         or provided (or, if applicable, commence to be provided) promptly after
         the Termination Date, except that, in the event of an Imminent Control
         Change Termination, amounts and benefits to be paid or provided under
         this Section 8.3(a) shall be paid or provided (or, if applicable,
         commence to be provided) promptly after the Change Date. In the event
         of a Termination Without Cause or a Termination for Good Reason (in
         either event other than a Special Termination) for which the
         Termination Date occurs during the Imminent Control Change Period
         (whether or not the Imminent Control Change Period culminates in a
         Change Date) ("Pre-Change Termination"), then, prior to the Change
         Date, Executive's Options, deferred stock units, restricted stock or
         restricted share units ("Equity Awards") will not expire or be
         forfeited (unless any such Options would have expired had Executive
         remained an employee of the Company), will not continue to vest, and
         will continue to be exercisable only to the extent provided in the
         applicable grant agreement or plan. If the Imminent Control Change
         Period lapses without a Change Date, Executive's Equity Awards will
         thereupon expire or be forfeited unless (i) and to the extent that any
         applicable grant agreement or plan provides otherwise, in which case
         such agreement or plan shall control, or (ii) such Options were vested
         on the Termination Date, in which case such Options may be exercised
         during the 30-day period following the lapse of the Imminent Control
         Change Period; provided that in no case shall any such Options remain
         exercisable after the date on which such Options would have expired had
         Executive remained in the employment of the Company.

                  (c) Notwithstanding the foregoing, in the event of a
         Pre-Change Termination, (i) the definition of "Good Reason" in Section
         8.1(b) shall apply, (ii) Company shall provide, during the Imminent
         Control Change Period, the benefits described in Section 6.3 to which
         Executive and his family are entitled as of the Termination Date (or,
         if such benefits are not available, the economic equivalent thereof),
         and if the Imminent Control Change Period lapses without a Change Date
         such coverage shall thereupon cease, subject to any applicable
         continued coverage rights; (iii) Company shall, at its expense, engage
         a professional outplacement organization which shall provide individual
         outplacement services to Executive for a period of up to twelve months
         commencing on the Termination Date; and (iv) the Company's obligations
         to Executive upon the Change Date under this Section 8.3 shall be
         reduced by any amounts or benefits paid, payable or



                                      -21-

<PAGE>

         provided pursuant to this Agreement or otherwise on account of
         Executive's Termination of Employment.

         8.4 Enhanced Retirement Benefit.

                  (a) In the event of a Special Termination, the aggregate
         amount of Executive's annual retirement benefit pursuant to Section
         6.2(a) shall be computed on the basis of the assumptions set forth in
         such Section 6.2(b), together with the additional assumptions that
         Executive had:

                           (x) attained as of the Termination Date an age that
                  is three greater than the age determined pursuant to clause
                  (i) of Section 6.2(b),

                           (y) accrued a number of years of service that is
                  three years greater than the number of years of service
                  determined pursuant to clause (ii) of Section 6.2(b), and

                           (z) received the lump-sum severance benefit specified
                  in Section 8.3(b) in equal monthly installments during the
                  Severance Period.

                  (b) For purposes of applying the adjustments necessary to give
         effect to the form in which Executive may from time to time elect to
         receive his SERP Benefit pursuant to Section 6.2(c), the term "Service
         Annuity System" shall refer to Service Annuity System as in effect on
         the last date preceding the Post-Change Period, if any, if the amount
         of the SERP Benefit (in the form in which Executive elects to receive
         it) would otherwise be reduced by application of the adjustments
         provided for under the Service Annuity System as in effect as of the
         Termination Date.

         8.5 Gross-Up for Certain Taxes.

                  (a) If it is determined by the Company's independent auditors
         that any monetary or other benefit received or deemed received by
         Executive from the Company or any Affiliate thereof pursuant to this
         Agreement or otherwise, whether or not in connection with a Change in
         Control (such monetary or other benefits collectively, the "Potential
         Parachute Payments"), is or will become subject to any excise tax under
         Section 4999 of the Code or any similar tax under any United States
         federal, state, local or other law (such excise tax and all such
         similar taxes collectively, "Excise Taxes"), then the Company shall,
         subject to Sections 8.10 and 8.11, within five business days after such
         determination, pay Executive an amount (the "Gross-Up Payment") equal
         to the product of:

                           (i) the amount of such Excise Taxes multiplied by

                           (ii) the Gross-Up Multiple (as defined in Section
                  8.8).

         The Gross-Up Payment is intended to compensate Executive for all Excise
         Taxes payable by Executive with respect to Potential Parachute Payments
         and all Taxes or Excise Taxes payable by Executive with respect to the
         Gross-Up Payment.



                                      -22-

<PAGE>

                  (b) The determination of the Company's independent auditors
         described in Section 8.5(a), including the detailed calculations of the
         amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up
         Payment and the assumptions relating thereto, shall be set forth in a
         written certificate of such auditors (the "Company Certificate")
         delivered to Executive. Executive or the Company may at any time
         request the preparation and delivery to Executive of a Company
         Certificate. The Company shall cause the Company Certificate to be
         delivered to Executive as soon as reasonably possible after such
         request.

         8.6 Determination by Executive.

                  (a) If (i) the Company shall fail to deliver a Company
         Certificate to Executive within 30 days after its receipt of his
         written request therefor, or (ii) at any time after Executive's receipt
         of a Company Certificate, Executive disputes either (x) the amount of
         the Gross-Up Payment set forth therein or (y) the determination set
         forth therein to the effect that no Gross-Up Payment is due (whether by
         reason of Section 8.11 or otherwise), then Executive may elect to
         require the Company to pay a Gross-Up Payment in the amount determined
         by Executive as set forth in an Executive Counsel Opinion (as defined
         in Section 8.9). Any such demand by Executive shall be made by delivery
         to the Company of a written notice which specifies the Gross-Up Payment
         determined by Executive (together with the detailed calculations of the
         amounts of Potential Parachute Payments, Excise Taxes and Gross-Up
         Payment and the assumptions relating thereto) and an Executive Counsel
         Opinion regarding such Gross-Up Payment (such written notice and
         opinion collectively, the "Executive's Determination"). Within 30 days
         after delivery of an Executive's Determination to the Company, the
         Company shall either (i) pay Executive the Gross-Up Payment set forth
         in the Executive's Determination (less the portion thereof, if any,
         previously paid to Executive by the Company) or (ii) deliver to
         Executive a Company Certificate and a Company Counsel Opinion (as
         defined in Section 8.9), and pay Executive the Gross-Up Payment
         specified in such Company Certificate. If for any reason the Company
         fails to comply with the preceding sentence, the Gross-Up Payment
         specified in the Executive's Determination shall be controlling for all
         purposes.

                  (b) If Executive does not request a Company Certificate, and
         the Company does not deliver a Company Certificate to Executive, then
         (i) the Company shall, for purposes of Section 8.11, be deemed to have
         determined that no Gross-Up Payment is due and (ii) Executive shall not
         pay any Excise Taxes in respect of Potential Parachute Payments except
         in accordance with Sections 8.10(a) or (d).

         8.7 Additional Gross-Up Amounts. If for any reason (whether pursuant to
subsequently enacted provisions of the Code, final regulations or published
rulings of the IRS, a final judgment of a court of competent jurisdiction, a
determination of the Company's independent auditors set forth in a Company
Certificate or, subject to the last two sentences of Section 8.6(a), an
Executive's Determination) it is later determined that the amount of Excise
Taxes payable by Executive is greater than the amount determined by the Company
or Executive pursuant to Section 8.5 or 8.6, as applicable, then the Company
shall, subject to Sections 8.10 and 8.11, pay Executive an amount (which shall
also be deemed a Gross-Up Payment) equal to the product of:


                                      -23-

<PAGE>

                  (a) the sum of (1) such additional Excise Taxes and (2) any
         interest, penalties, expenses or other costs incurred by Executive as a
         result of having taken a position in accordance with a determination
         made pursuant to Section 8.5 or 8.6, as applicable, multiplied by

                  (b) the Gross-Up Multiple.

         8.8 Gross-Up Multiple. The Gross-Up Multiple shall equal a fraction,
the numerator of which is one (1.0), and the denominator of which is one (1.0)
minus the lesser of (i) the sum, expressed as a decimal fraction, of the
effective after-tax marginal rates of all Taxes and any Excise Taxes applicable
to the Gross-Up Payment or (ii) 0.80, it being intended that the Gross-Up
Multiple shall in no event exceed five (5.0). (If different rates of tax are
applicable to various portions of a Gross-Up Payment, the weighted average of
such rates shall be used.)

         8.9 Opinion of Counsel. "Executive Counsel Opinion" means an opinion of
nationally-recognized executive compensation counsel to the effect (i) that the
amount of the Gross-Up Payment determined by Executive pursuant to Section 8.6
is the amount that a court of competent jurisdiction, based on a final judgment
not subject to further appeal, is most likely to decide to have been calculated
in accordance with this Article and applicable law and (ii) if the Company has
previously delivered a Company Certificate to Executive, that there is no
reasonable basis or no substantial authority for the calculation of the Gross-Up
Payment set forth in the Company Certificate. "Company Counsel Opinion" means an
opinion of nationally-recognized executive compensation counsel to the effect
that (i) the amount of the Gross-Up Payment set forth in the Company Certificate
is the amount that a court of competent jurisdiction, based on a final judgment
not subject to further appeal, is most likely to decide to have been calculated
in accordance with this Article and applicable law and (ii) for purposes of
Section 6662 of the Code, Executive has substantial authority to report on his
federal income tax return the amount of Excise Taxes set forth in the Company
Certificate.

         8.10 Amount Increased or Contested.

                  (a) Executive shall notify the Company in writing (an
         "Executive's Notice") of any claim by the IRS or other taxing authority
         (an "IRS Claim") that, if successful, would require the payment by
         Executive of Excise Taxes in respect of Potential Parachute Payments in
         an amount in excess of the amount of such Excise Taxes determined in
         accordance with Section 8.5 or 8.6, as applicable. Such Executive's
         Notice shall include the nature and amount of such IRS Claim, the date
         on which such IRS Claim is due to be paid (the "IRS Claim Deadline"),
         and a copy of all notices and other documents or correspondence
         received by Executive in respect of such IRS Claim. Executive shall
         give his Executive's Notice as soon as practicable, but no later than
         the earlier of (i) 10 business days after Executive first obtains
         actual knowledge of such IRS Claim or (ii) five business days before
         the IRS Claim Deadline; provided, however, that Executive's failure to
         give such notice shall affect the Company's obligations under this
         Article only to the extent that the Company is actually prejudiced by
         such failure. If at least one business day before the IRS Claim
         Deadline the Company shall:

                           (1) deliver to Executive a Company Certificate to the
                  effect that the IRS Claim has been reviewed by the Company's
                  independent auditors and, notwithstanding the IRS Claim, the
                  amount of Excise Taxes, interest and penalties



                                      -24-

<PAGE>

                  payable by Executive is either zero or an amount less than the
                  amount specified in the IRS Claim,

                           (2) pay to Executive an amount (which shall also be
                  deemed a Gross-Up Payment) equal to the positive difference
                  between (x) the product of the amount of Excise Taxes,
                  interest and penalties specified in the Company Certificate,
                  if any, multiplied by the Gross-Up Multiple, and (y) the
                  portion of such product, if any, previously paid to Executive
                  by the Company, and

                           (3) direct Executive pursuant to Section 8.10(d) to
                  contest the balance of the IRS Claim,

         then Executive shall pay only the amount, if any, of Excise Taxes,
         interest and penalties specified in the Company Certificate. In no
         event shall Executive pay an IRS Claim earlier than 30 days after
         having given an Executive's Notice to the Company (or, if sooner, the
         IRS Claim Deadline).

                  (b) At any time after the payment by Executive of any amount
         of Excise Taxes or related interest or penalties in respect of
         Potential Parachute Payments (whether or not such amount was based upon
         a Company Certificate, an Executive's Determination or an IRS Claim),
         the Company may in its discretion require Executive to pursue a claim
         for a refund (a "Refund Claim") of all or any portion of such Excise
         Taxes, interest or penalties as the Company may specify by written
         notice to Executive.

                  (c) If the Company notifies Executive in writing that the
         Company desires Executive to contest an IRS Claim or to pursue a Refund
         Claim, Executive shall:

                           (i) give the Company all information that it
                  reasonably requests in writing from time to time relating to
                  such IRS Claim or Refund Claim, as applicable,

                           (ii) take such action in connection with such IRS
                  Claim or Refund Claim (as applicable) as the Company
                  reasonably requests in writing from time to time, including
                  accepting legal representation with respect thereto by an
                  attorney selected by the Company, subject to the approval of
                  Executive (which approval shall not be unreasonably withheld
                  or delayed),

                           (iii) cooperate with the Company in good faith to
                  contest such IRS claim or pursue such Refund Claim, as
                  applicable,

                           (iv) permit the Company to participate in any
                  proceedings relating to such IRS Claim or Refund Claim, as
                  applicable, and

                           (v) contest such IRS Claim or prosecute such Refund
                  Claim (as applicable) to a determination before any
                  administrative tribunal, in court of initial jurisdiction and
                  in one or more appellate courts, as the Company may from time
                  to time determine in its discretion.



                                      -25-

<PAGE>

         The Company shall control all proceedings in connection with such IRS
         Claim or Refund Claim (as applicable) and in its discretion may cause
         Executive to pursue or forego any and all administrative appeals,
         proceedings, hearings and conferences with the IRS or other taxing
         authority in respect of such IRS Claim or Refund Claim (as applicable);
         provided that (i) any extension of the statute of limitations relating
         to payment of taxes for the taxable year of Executive relating to the
         IRS Claim is limited solely to such IRS Claim, (ii) the Company's
         control of the IRS Claim or Refund Claim (as applicable) shall be
         limited to issues with respect to which a Gross-Up Payment would be
         payable, and (iii) Executive shall be entitled to settle or contest, as
         the case may be, any other issue raised by the IRS or other taxing
         authority.

                  (d) The Company may at any time in its discretion direct
         Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay
         the amount specified in an IRS Claim and pursue a Refund Claim;
         provided, however, that if the Company directs Executive to pay an IRS
         Claim and pursue a Refund Claim, the Company shall advance the amount
         of such payment to Executive on an interest-free basis and shall
         indemnify Executive, on an after-tax basis, for any Taxes, Excise
         Taxes, and any related interest or penalties imposed with respect to
         such advance.

                  (e) The Company shall pay directly all legal, accounting and
         other costs and expenses (including additional interest and penalties)
         incurred by the Company or Executive in connection with any IRS Claim
         or Refund Claim, as applicable, and shall indemnify Executive, on an
         after-tax basis, for any Taxes, Excise Taxes and related interest and
         penalties imposed on Executive as a result of such payment of costs and
         expenses.

         8.11 Limitation on Gross-Up Payments.

                  (a) Notwithstanding any other provision of this Article VIII,
         if the aggregate After-Tax Amount (as defined below) of the Potential
         Parachute Payments and Gross-Up Payment that, but for this Section
         8.11, would be payable to Executive, does not exceed 110% of the
         After-Tax Floor Amount (as defined below), then no Gross-Up Payment
         shall be made to Executive and the aggregate amount of Potential
         Parachute Payments payable to Executive shall be reduced (but not below
         the Floor Amount) to the largest amount which would both (i) not cause
         any Excise Taxes to be payable by Executive and (ii) not cause any
         Potential Parachute Payments to become nondeductible by the Company by
         reason of Section 280G of the Code (or any successor provision). For
         purposes of the preceding sentence, Executive shall be deemed to be
         subject to the highest effective after-tax marginal rate of Taxes.

                  (b) For purposes of this Section:

                           (i) "After-Tax Amount" means the portion of a
                  specified amount that would remain after payment of all Taxes
                  and Excise Taxes paid or payable by Executive in respect of
                  such specified amount;

                           (ii) "Floor Amount" means the greatest pre-tax amount
                  of Potential Parachute Payments that could be paid to
                  Executive without causing him to become liable for any Excise
                  Taxes in connection therewith; and




                                      -26-
<PAGE>

                           (iii) "After-Tax Floor Amount" means the After-Tax
                  Amount of the Floor Amount.

         8.12 Refunds. If, after the receipt by Executive of any payment or
advance of Excise Taxes by the Company pursuant to this Article, Executive
receives any refund with respect to such Excise Taxes, Executive shall (subject
to the Company's complying with any applicable requirements of Section 8.10)
promptly pay the Company the amount of such refund (together with any interest
paid or credited thereon after Taxes applicable thereto). If, after the receipt
by Executive of an amount advanced by the Company pursuant to Section 8.10, a
determination is made that Executive shall not be entitled to any refund with
respect to such claim and the Company does not notify Executive in writing of
its intent to contest such determination within 30 days after the Company
receives written notice of such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid. Any contest of a denial of refund shall be controlled by Section 8.10.

                                  ARTICLE IX.
                              RESTRICTIVE COVENANTS

         9.1 Confidential Information.

                  (a) Executive acknowledges that it is the policy of the
         Company and its Affiliates to maintain as secret and confidential all
         Confidential Information, and that Confidential Information has been
         and will be developed at substantial cost and effort to the Company and
         its Affiliates. Executive acknowledges that he will have access to
         Confidential Information with respect to the Company and its Affiliates
         which information is a valuable and unique asset of the Company and its
         Affiliates and that disclosure of such Confidential Information would
         cause irreparable damage to the business and operations of the Company
         and its Affiliates.

                  (b) Executive acknowledges that the Confidential Information
         is, as between the Company and its Affiliates and Executive, the
         exclusive property of the Company and its Affiliates.

                  (c) Both during Executive's employment by the Company (whether
         during or after the Contract Term) and at any time after the
         Termination Date, Executive:

                           (i) shall not, directly or indirectly, divulge,
                  furnish or make accessible to any Person any Confidential
                  Information (except (x) to the extent Executive reasonably and
                  in good faith believes that such actions are related to, and
                  required by, Executive's performance of his duties under this
                  Agreement, or (y) as may be compelled by applicable law or
                  administrative regulation; provided that Executive, to the
                  extent not prohibited from doing so by applicable law or
                  administrative regulation, shall give the Company written
                  notice of the information to be so disclosed pursuant to
                  clause (y) of this sentence as far in advance of its
                  disclosure as is practicable, shall cooperate with the Company
                  in its efforts to protect the information from disclosure, and
                  shall limit its disclosure of such information to the minimum
                  disclosure required by law or administrative regulation unless
                  the Company agrees in writing to a greater level of
                  disclosure);




                                      -27-
<PAGE>

                           (ii) shall not use for his own benefit in any manner,
                  any Confidential Information;

                           (iii) shall not cause any such Confidential
                  Information to become publicly known; and

                           (iv) shall take all reasonable steps to safeguard
                  such Confidential Information and to protect it against
                  disclosure, misuse, loss and theft.

                  (d) For purposes of this Agreement, Confidential Information
         represents trade secrets subject to protection under the Uniform Trade
         Secrets Act, as adopted by the State of Illinois, or to any comparable
         protection afforded by applicable laws.

         9.2 Non-Competition.

                  (a) During the period beginning on March 10, 1998, and ending
         two years after the Termination Date, Executive shall not, directly or
         indirectly, in any capacity, engage or participate in, become employed
         by, serve as a director of, or render advisory or consulting or other
         services in connection with, any Competitive Business (as defined in
         Section 9.2(c)).

                  (b) During the period beginning on March 10, 1998, and ending
         two years after the Termination Date, Executive shall not at any time
         make any financial investment, whether in the form of equity or debt,
         or own any interest, directly or indirectly, in any Competitive
         Business. Nothing in this subsection shall, however, restrict Executive
         from making an investment in any Competitive Business if such
         investment does not (i) represent more than 1% of market value of the
         outstanding capital stock or debt (as applicable) of such Competitive
         Business, (ii) give Executive any right or ability, directly or
         indirectly, to control or influence the policy decisions of any
         Competitive Business, and (iii) create a conflict of interest between
         Executive's duties under this Agreement and his interest in such
         investment. In addition, nothing in this subsection shall restrict
         Executive's ability to retain any interest (including any interest in
         common stock held on March 10, 1998 or subsequently acquired upon
         exercise of options or similar rights held on March 10, 1998 or upon
         the conversion of convertible securities held on March 10, 1998) in New
         England Electric System or any of its successors received by Executive
         as a result of his former employment relationship with such entity.

                  (c) "Competitive Business" means as of any date (including
         during the two-year period commencing on the Termination Date) any
         Person (and any branch, office or operation thereof) which engages in,
         or proposes to engage in (i) the production, transmission,
         distribution, marketing or sale of electricity or (ii) any other
         business engaged in by the Company or its Affiliates prior to the
         Termination Date which represents for any calendar year during the
         Contract Term, or is projected by the Company (as reflected in a
         business plan adopted by the Company or any Affiliate thereof before
         the Termination Date) to yield during any year during the first
         three-fiscal year period commencing on or after the Termination Date,
         more than 5% of the gross revenue of the Company, and which is located
         (i) anywhere in the United States, or (ii) anywhere outside of the
         United States where the Company or any Affiliate thereof is then
         engaged in, or proposes to engage in, any of such activities.



                                      -28-

<PAGE>

         9.3 Non-Solicitation. During the period beginning on the Agreement Date
and ending two years after the Termination Date, Executive shall not, directly
or indirectly:

                  (a) other than in connection with the performance of his
         duties as an officer of the Company, encourage any Key Employee to
         terminate his or her employment;

                  (b) employ, engage as a consultant or adviser, or solicit the
         employment or engagement as a consultant or adviser of, any Key
         Employee (other than by the Company or its Affiliates), or cause any
         Person to do any of the foregoing;

                  (c) establish a business with, or encourage others to
         establish a business with, any Key Employee; or

                  (d) interfere with the relationship of the Company or any of
         its Affiliates with, or endeavor to entice away from, the Company or
         any of its Affiliates any Person who or which at any time during the
         period commencing one year prior to March 16, 1998 was a material
         customer or material supplier of, or maintained a material business
         relationship with, the Company, Unicom Corporation or any of their
         Affiliates.

         9.4 Reasonableness of Restrictive Covenants.

                  (a) Executive acknowledges that the covenants contained in
         Sections 9.1, 9.2 and 9.3 are reasonable in the scope of the activities
         restricted, the geographic area covered by the restrictions, and the
         duration of the restrictions, and that such covenants are reasonably
         necessary to protect the Company's legitimate interests in its
         Confidential Information and in its relationships with employees,
         customers and suppliers. Executive further acknowledges such covenants
         are essential elements of this Agreement and that, but for such
         covenants, Unicom Corporation and ComEd would not have entered into
         this Agreement.

                  (b) Unicom Corporation and ComEd and Executive have each
         consulted with their respective legal counsel and have been advised
         concerning the reasonableness and propriety of such covenants.
         Executive acknowledges that his observance of the covenants contained
         in Sections 9.1, 9.2 and 9.3 will not deprive him of the ability to
         earn a livelihood or to support his dependents.

         9.5 Right to Injunction; Survival of Undertakings.

                  (a) In recognition of the confidential nature of the
         Confidential Information, and in recognition of the necessity of the
         limited restrictions imposed by Sections 9.1, 9.2 and 9.3, the parties
         agree that it would be impossible to measure solely in money the
         damages which the Company would suffer if Executive were to breach any
         of his obligations under such Sections. Executive acknowledges that any
         breach of any provision of such Sections would irreparably injure the
         Company. Accordingly, Executive agrees that if he breaches any of the
         provisions of such Sections, the Company shall be entitled, in addition
         to any other remedies to which the Company may be entitled under this
         Agreement or otherwise, to an injunction to be issued by a court of
         competent jurisdiction, to restrain any breach, or threatened breach,
         of such provisions, and



                                      -29-

<PAGE>

         Executive hereby waives any right to assert any claim or defense that
         the Company has an adequate remedy at law for any such breach.

                  (b) If a court determines that any of the covenants included
         in this Article IX is unenforceable in whole or in part because of such
         covenant's duration or geographical or other scope, such court shall
         have the power to reduce the duration or scope of such provision, as
         the case may be, so as to cause such covenant to be thereafter
         enforceable.

                  (c) All of the provisions of this Article IX shall survive any
         Termination of Employment without regard to (i) the reasons for such
         termination or (ii) the expiration of the Contract Term.

         9.6 Non-Disparagement. During the two-year period commencing on the
Termination Date, Executive shall not (a) make any written or oral statement
that brings the Company or any of its Affiliates or the employees, officers or
agents of the Company or any of its Affiliates into disrepute, or tarnishes any
of their images or reputations or (b) publish, comment upon or disseminate any
statements suggesting or accusing the Company or any of its Affiliates or any
agents, employees or officers of the Company or any of its Affiliates of any
misconduct or unlawful behavior. This Section shall not be deemed to be breached
by testimony of Executive given in any judicial or governmental proceeding which
Executive reasonably believes to be truthful at the time given or by any other
action of Executive which he reasonably believes is taken in accordance with the
requirements of applicable law or administrative regulation.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.1 Required Withholding. The Company may deduct or withhold from
payments or other benefits otherwise payable to Executive pursuant to the
provisions of this Agreement any amounts that are required by applicable law.

         10.2 Remedies. In the event of any Termination of Employment or any
breach of this Agreement by the Company, Executive's exclusive remedies shall be
as specified in Article VII or to enforce any other undertaking of the Company
expressly provided in this Agreement; provided that nothing herein shall deny
Executive the right to seek a final judicial determination (or, if Executive
reasonably determines, based upon the advice of counsel, that it is more likely
than not that each of the Circuit Court of Cook County, Illinois and the United
States District Court for the Northern District of Illinois will decline to
adjudicate the issue, a final decree in an arbitration proceeding conducted in
accordance with the rules of the American Arbitration Association, with such
arbitration proceeding to be conducted in Chicago, Illinois before a panel of
three arbitrators) that any Termination of Employment purportedly made for Cause
was, in fact, made not in good faith or was made without adherence to the
requirements or procedures set forth in this Agreement. If Executive obtains
such a final judicial or arbitral determination, as applicable, the Termination
of Employment shall be treated as a Termination Without Cause for all purposes
of this Agreement.

         10.3 Assignment; Successors. This Agreement shall be binding upon and
inure to the benefit of Executive and his Beneficiaries and estate and the
Company (as the surviving entity in the Merger and as successor to Unicom
Corporation at the Merger Date) and its successors.


                                      -30-

<PAGE>

         10.4 Beneficiary. If Executive dies prior to receiving all of the
amounts payable hereunder pursuant to Article IV, VI (except as may otherwise
expressly be provided in such Article or in the plans referenced therein), VII
or VIII, such amounts shall be paid in a lump-sum payment to the beneficiary
("Beneficiary") designated by Executive in writing to the Company during his
lifetime, which Executive may change from time to time by new designation filed
in like manner without the consent of any Beneficiary; or if no such Beneficiary
is designated, to his estate.

         10.5 Nonalienation of Benefits. Benefits payable under this Agreement
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any
kind, either voluntary or involuntary, prior to actually being received by
Executive, and any such attempt to dispose of any right to benefits payable
hereunder shall be void.

         10.6 Severability. If all or any part of this Agreement is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity shall not serve to invalidate any portion of this Agreement not
declared to be unlawful or invalid. Any paragraph or part of a paragraph so
declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such paragraph or part of a paragraph to
the fullest extent possible while remaining lawful and valid.

         10.7 Amendment; Waiver. This Agreement shall not be amended or modified
except by a written agreement between (a) prior to the Merger Date, Unicom
Corporation, ComEd and Executive and (b) on or after the Merger Date, the
Company and Executive. A waiver of any term, covenant or condition contained in
this Agreement shall not result in a waiver of any other term, covenant or
condition, and any waiver of any default shall not result in a waiver of any
later default.

         10.8 Notices. All notices hereunder shall be in writing, delivered by
hand, nationally-recognized courier service that guarantees overnight delivery
or by certified mail, return receipt requested, postage prepaid, and addressed
as follows:

                           If to the Company:     Exelon Corporation
                                                  Attn: General Counsel
                                                  37th Floor
                                                  One First National Plaza
                                                  Chicago, Illinois  60690

                           If to the Executive:   John W. Rowe
                                                  Unit 3306
                                                  950 North Michigan Avenue
                                                  Chicago, Illinois  60611

                           With copy to:          Robert W. Kleinman, Esq.
                                                  Ross & Hardies
                                                  150 North Michigan Avenue
                                                  Chicago, Illinois  60601-7567


                                      -31-
<PAGE>

Either party may from time to time designate a new address in accordance with
this Section. Notices shall be effective when received by the addressee.

         10.9 Publicity. Until this Agreement has been filed as an exhibit to a
filing by the Company or Unicom Corporation with the Securities and Exchange
Commission, neither Executive nor the Company shall issue or cause the
publication of any press release or other public announcement with respect to
this Agreement, nor disclose the contents hereof to any third party, without
obtaining in each case the consent of the other parties hereto, which consent
shall not be withheld or delayed where such release, announcement or disclosure
shall be required by applicable law or administrative regulation.

         10.10 Communications. Nothing in this Agreement, including Sections
9.1, 9.6 or 10.9, shall be construed to prohibit Executive from communicating
with, including testifying in any administrative proceeding before, the Nuclear
Regulatory Commission or the United States Department of Labor, 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.

         10.11 Legal Expenses. The Company shall pay to Executive all reasonable
legal fees and expenses incurred by Executive in disputing in good faith any
termination of his employment hereunder or in seeking in good faith to obtain or
enforce any benefit or right under this Agreement, provided that Executive shall
have a reasonable basis for his position.

         10.12 Articles and Sections. Except where otherwise indicated by the
context, any reference to an "Article" or "Section" shall be to an Article or
Section of this Agreement.

         10.13 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.

         10.14 Effectiveness; Prior Agreement; Entire Agreement. This Agreement
shall be binding immediately upon its execution and shall become effective
immediately without further action of the Company, ComEd or Executive. The Prior
Agreement shall remain in effect until as provided in the following sentence. On
the Agreement Date, this Agreement forms the entire agreement between the
parties hereto with respect to its subject matter, and shall supersede all prior
agreements, promises and representations of the parties regarding employment or
severance, whether in writing or otherwise, including but not limited to the
Prior Agreement which will be without further effect upon the Agreement Date
without further action of the

         10.15 Company, ComEd or the Executive or liability to the Company,
Unicom Corporation, ComEd or Executive thereunder.

         10.16 Applicable Law. This Agreement shall be interpreted and construed
in accordance with the laws of the State of Illinois, without regard to its
choice of law principles.









                                      -32-
<PAGE>

         10.17 Survival. All of Executive's rights hereunder, including his
rights to compensation and benefits prior to the Termination Date, his right to
severance and other benefits subject to the terms and conditions of Article VII
and VIII after the Termination Date, and his obligations under Article IX
hereof, shall survive a Termination of Employment and the termination of this
Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

                                 EXELON CORPORATION


                                 By:
                                     -------------------------------------------
                                        Chairman of the Compensation Committee
                                        of the Board of Directors


                                 EXECUTIVE:



                                 -----------------------------------------------
                                                  John W.  Rowe





                                      -33-