exc-20220307ex42






EXECUTION VERSION  DMFIRM #401898491 v4  FIFTH SUPPLEMENTAL INDENTURE  THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of March 7, 2022 (this  “Supplemental Indenture”), is between EXELON CORPORATION, a Pennsylvania corporation  (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a  national banking association, as trustee (the “Trustee”).  WITNESSETH  WHEREAS, pursuant to the Indenture, dated as of June 11, 2015, between the Company  and the Trustee as amended by the First Supplemental Indenture, dated as of June 11, 2015, the  Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental  Indenture, dated as of April 7, 2016, and the Fourth Supplemental Indenture, dated as of April 1,  2020 (the “Base Indenture” and, together with and as supplemented by this Supplemental  Indenture, the “Indenture”), the Company may from time to time issue and sell Securities (as  defined in the Base Indenture) in one or more series and, pursuant to Section 2.3 of the Base  Indenture, the Company may establish the form or terms of Securities of any series issued  thereunder through one or more supplemental indentures pursuant to Section 2.4 of the Base  Indenture;  WHEREAS, the Company desires by this Supplemental Indenture to create and authorize  three new series of Securities entitled as follows: (i) “2.750% Notes due 2027” (the “2027  Notes”), limited initially to $650,000,000 in aggregate principal amount, (ii), “3.350% Notes due  2032” (the “2032 Notes”), limited initially to $650,000,000 in aggregate principal amount, and  (iii) “4.100% Notes due 2052” (the “2052 Notes” and, together with the 2027 Notes and 2032  Notes, the “Notes”), limited initially to $700,000,000 in aggregate principal amount, and to  provide the terms and conditions of the Notes and upon which the Notes are to be executed,  registered, authenticated, issued and delivered, the Company has duly authorized the execution  and delivery of this Supplemental Indenture;  WHEREAS, the Company has duly authorized the execution and delivery of this  Supplemental Indenture to establish the 2027 Notes, the 2032 Notes and the 2052 Notes each as  a series of Securities under the Base Indenture and to provide for, among other things, the  issuance and form of each series of Notes and the terms, provisions and conditions thereof;  WHEREAS, the 2027 Notes, the 2032 Notes and the 2052 Notes are three series of  Securities and are being issued under the Base Indenture and are subject to the terms contained  therein and herein;  WHEREAS, the 2027 Notes, the 2032 Notes and the 2052 Notes are to be substantially in  the form attached hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3 respectively; and  WHEREAS, all acts and things necessary to make the Notes, when executed by the  Company and authenticated and delivered by or on behalf of the Trustee as provided in the Base  Indenture and this Supplemental Indenture, the valid, binding and legal obligations of the  Company, and to make this Supplemental Indenture a legal, binding and enforceable agreement,  have been done and performed.  





 






    2  DMFIRM #401898491 v4  NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes  are executed, registered, authenticated, issued and delivered, and in consideration of the  foregoing premises and the purchase of such Notes by the Holders thereof, the Company and the  Trustee mutually covenant and agree, for the equal and proportionate benefit of the Holders from  time to time of the Notes, as follows:  Section 1. Definitions. For all purposes of this Supplemental Indenture, the following  terms will have the respective meanings set forth in this Section 1.  Terms used in this  Supplemental Indenture and not defined herein shall have the respective meanings given such  terms in the Base Indenture.  (a) “Additional Interest” means all additional interest then owing on the Notes  pursuant to the Registration Rights Agreement.  (b) “Clearstream” means Clearstream Banking, Société Anonyme, or any  successor securities clearing agency.  (c) “Definitive Notes” means certificated Notes.  (d) “DTC” means The Depository Trust Company, a New York corporation.  (e) “Electronic Signature” means any electronic signature covered by the  Electronic Signatures in Global and National Commerce Act of 2000, Uniform Electronic  Transactions Act, the Electronic Signatures and Records Act or other applicable law (e.g.,  www.docusign.com).  (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.   (g) “Exchange Notes” means any notes issued in exchange for Notes pursuant  to the Registration Rights Agreement or similar agreement.  (h) “Euroclear” means Euroclear Bank S.A./N.Y., as operator of Euroclear  systems Clearance System or any successor securities clearing agency.  (i) “QIB” means a “qualified institutional buyer” as defined in Rule 144A.  (j) “Registrar” means the office or agency with respect to the Notes, where  the Notes may be presented for registration of transfer or exchange.  (k) “Registration Rights Agreement” means the Registration Rights  Agreement dated as of the date of this Supplemental Indenture, among the Company, Barclays  Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities  LLC.  (l) “Regulation S” means Regulation S promulgated under the Securities Act.  (m) “Rule 144” means Rule 144 promulgated under the Securities Act.  





 






    3  DMFIRM #401898491 v4  (n) “Rule 144A” means Rule 144A promulgated under the Securities Act.  (o) “Securities Act” means the Securities Act of 1933, as amended.  (p) “Transfer Restricted Note” means any Note that bears or is required to  bear the Restricted Notes Legend.  (q) “Unrestricted Global Note” means any Note in global form that does not  bear or is not required to bear the Restricted Notes Legend.  (r) “U.S. person” means a “U.S. person” as defined in Regulation S.  Section 2. Creation and Authorization of Series.  (a) There is hereby created and authorized the following three new series of  Securities to be offered and issued under the Base Indenture, to be designated as the:  (i) “2.750% Notes due 2027”  (ii) “3.350% Notes due 2032”  (iii) “4.100% Notes due 2052”    (b) The 2027 Notes shall be limited initially to $650,000,000  in aggregate  principal amount, the 2032 Notes shall be limited initially to $650,000,000 in aggregate principal  amount and the 2052 Notes shall be limited initially to $700,000,000 in aggregate principal  amount. Notwithstanding the foregoing initial aggregate principal amounts, the Company may,  from time to time and without consent of any Holders of the Notes, re-open any series of Notes  on terms identical in all respects to the Notes then-existing of such series (except for the date of  issuance, the date interest begins to accrue and, in certain circumstances, the first interest  payment date), so that such additional notes shall be consolidated with, form a single series with  and increase the aggregate principal amount of the Notes of such series; provided that the  additional notes shall have a separate CUSIP number unless: (i) the additional notes and the  Notes then-existing of the original series are treated as part of the same “issue” of debt  instruments for U.S. federal income tax purposes, (ii) the additional notes are issued pursuant to  a “qualified reopening” of the Notes then-existing of the original series for U.S. federal income  tax purposes or (iii) the additional notes are, and the Notes then-existing of the original series  were, issued without or with less than a de minimis amount of original issue discount for U.S.  federal income tax purposes. In addition, the Company may issue, from time to time in  accordance with the provisions of the Indenture, the Exchange Notes.  Such additional notes and  Exchange Notes shall have the same terms as to ranking, redemption, guarantees, waivers,  amendments or otherwise, as the applicable series of Notes, and will vote together as one class  on all matters with respect to such series of Notes.  (c) The form of security for the 2027 Notes is Exhibit A-1, the form of  security for the 2032 Notes is Exhibit A-2 and the form of security for the 2052 Notes is Exhibit  A-3.  





 






    4  DMFIRM #401898491 v4  (d) The date on which the principal is payable on each series of the Notes,  unless accelerated pursuant to the terms of the Indenture, shall be as provided in the applicable  form of security attached hereto as Exhibit A-1, Exhibit A-2 or Exhibit A-3.  (e) The Notes of each series shall bear interest as provided in the applicable  form of security attached hereto as Exhibit A-1, Exhibit A-2 or Exhibit A-3. The Interest  Payment Dates, and the Regular Record Dates for the determination of Holders of the Notes to  whom such interest is payable, for each series, shall be as provided in the applicable form of  security attached hereto as Exhibit A-1, Exhibit A-2 or Exhibit A-3.  (f) The Notes will be the Company’s direct unsecured general obligations and  will rank equally with all of its existing and future unsecured and unsubordinated debt, will be  senior in right of payment to all of its existing and future subordinated debt and will be junior to  any of its future secured debt to the extent of the value of the collateral securing such secured  debt.  (g) The Notes of each series will be issued only in fully registered form,  without coupons, in denominations provided herein and in the applicable form of security  attached hereto as Exhibit A-1, Exhibit A-2 or Exhibit A-3.  (h) The Notes shall be subject to the Events of Default provided in Section 5.1  of the Base Indenture.  For purposes of the Notes (but not other Securities, unless provided by  the terms thereof), an “Event of Default” shall also include:  the Company’s failure to pay principal at maturity or acceleration following a  default in an aggregate amount of $100 million or more with respect to any  Indebtedness (as defined below) of the Company (not including Indebtedness of  the Company’s Subsidiaries), or the acceleration of any of the Company’s  Indebtedness in an aggregate amount of $100 million or more, which default is  not cured, waived or postponed pursuant to an agreement with the holders of the  Indebtedness within 30 days after written notice, or the acceleration is not  rescinded or annulled within 30 days after written notice.  As used above, “Indebtedness” means all obligations for borrowed money.  (i) The discharge, defeasance and covenant defeasance provisions that will  apply to the Notes shall be as provided in the Base Indenture.  (j) The Company initially appoints The Depositary Trust Company to act as  Depositary with respect to the Notes of each series.     (k) The Notes shall be issuable only in minimum denominations of $2,000  and any integral multiples of $1,000 in excess thereof.  (l) The Trustee will initially act as the Paying Agent with respect to the Notes  of each series. The office of the Paying Agent will be located at 2 North LaSalle Street, Suite  700, Chicago, Illinois 60602.  





 






    5  DMFIRM #401898491 v4  (m) Notwithstanding Sections 2.5 and 2.6 of the Base Indenture, the Notes of  each series may be executed by the Company and authenticated by the Trustee by manual  signature, facsimile signature, or Electronic Signature.  (n) Except as otherwise set forth herein and in the Notes, the terms of the  Notes shall be as set forth in the Base Indenture, including those made part of the Base Indenture  by reference to the Trust Indenture Act.  Section 3. Form of the Notes.   (a) General. The Transfer Restricted Notes will be offered only to (A)  Persons reasonably believed to be QIBs in reliance on Rule 144A and (B) non U.S. Persons in  reliance on Regulation S. Such Notes may thereafter be transferred to, among others, QIBs, and  purchasers in reliance on Regulation S, in each case in accordance with the procedures described  herein.  Exchange Notes exchanged for interests in the Rule 144A Notes and the Regulation S  Notes will be issued in the form of a permanent global Note, substantially in the forms of Exhibit  A-1, A-2 and A-3, as applicable, deposited with the Trustee as hereinafter provided, including  the appropriate legend set forth in Section 3(d) (the “Exchange Global Note”). The Exchange  Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for  DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided.  The Exchange Global Note may be represented by more than one certificate, if so required by  DTC’s rules regarding the maximum principal amount to be represented by a single certificate.  (b) Rule 144A Notes. Notes offered to QIBs in the United States of America in  reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent  global note including appropriate legends as set forth in Section 3(d) (the “Rule 144A Global  Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and  authenticated by the Trustee as hereinafter provided.  The Rule 144A Global Note may be  represented by more than one certificate, if so required by DTC’s rules regarding the maximum  principal amount to be represented by a single certificate.  The aggregate principal amount of the  Rule 144A Global Note may from time to time be increased or decreased by adjustments made  on the records of the Trustee, as custodian for DTC, or its nominee, as hereinafter provided.  (c) Regulation S Notes. Notes offered to non U.S. Persons outside the United  States of America (the “Regulation S Notes”) in reliance on Regulation S shall be issued in the  form of a permanent global note including appropriate legends as set forth in Section 3(d) (the  “Regulation S Global Note” and, together with the Rule 144A Global Note and the Exchange  Global Note, the “Global Notes”).  Each Regulation S Global Note will be deposited upon  issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this  Section 3.  Prior to the 40th day after the date the Notes are issued (such period through and  including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may  only be transferred to non U.S. persons pursuant to Regulation S, unless exchanged for interests  in a Global Note in accordance with the transfer and certification requirements described herein.  Investors may hold their interests in the Regulation S Global Note through organizations other  than Euroclear or Clearstream that are participants in DTC’s system or directly through  Euroclear or Clearstream, if they are participants in such systems, or indirectly through  organizations which are participants in such systems.  If such interests are held through  





 






    6  DMFIRM #401898491 v4  Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable  Regulation S Global Note on behalf of their participants through customers’ securities accounts  in their respective names on the books of their respective depositaries.  Such depositaries, in turn,  will hold such interests in the applicable Regulation S Global Note in customers’ securities  accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be  represented by more than one certificate, if so required by DTC’s rules regarding the maximum  principal amount to be represented by a single certificate.  The aggregate principal amount of the  Regulation S Global Note may from time to time be increased or decreased by adjustments made  on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.  (d) Restrictive Legends. Unless and until (i) a Note issued as a Transfer  Restricted Note is sold under an effective registration statement, (ii) a Note issued as a Transfer  Restricted Note is exchanged for an Exchange Note in connection with an effective registration  statement pursuant to the Registration Rights Agreement or (iii) the Company receives an  Opinion of Counsel satisfactory to it to the effect that neither such legend nor the related  restrictions on transfer are required in order to maintain compliance with the provisions of the  Securities Act:  (i) the Rule 144A Global Note and the Regulation S Global Note shall  bear the following legend on the face thereof (the “Restricted Notes Legend”):  THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF  1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES  LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION  HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH  REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT  SUBJECT TO, REGISTRATION AS SET FORTH BELOW.   BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (I) IT IS  A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER  THE SECURITIES ACT (“RULE 144A”)), OR (II) IT IS NOT A U.S. PERSON AS  DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION  S”) AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2)  AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE  PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)  THAT IS ONE YEAR (OR SUCH LONGER PERIOD AS IS REQUIRED TO  COMPLY WITH THE SECURITIES ACT) IN THE CASE OF RULE 144A NOTES,  AND 40 DAYS IN THE CASE OF REGULATION S NOTES AFTER THE ORIGINAL  ISSUE DATE HEREOF, ONLY (A) TO THE COMPANY, THE GUARANTORS OR  ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE  SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR  RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR  ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER  





 






    7  DMFIRM #401898491 v4  IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED  STATES PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS IN AN  OFFSHORE TRANSACTION PURSUANT TO REGULATION S IN A  TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE  SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION  FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,  SUBJECT TO THE COMPANY’S AND REGISTRAR’S RIGHT PRIOR TO ANY  SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE  THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR  OTHER INFORMATION SATISFACTORY TO THE COMPANY.  THIS LEGEND  WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER  THE RESALE RESTRICTION TERMINATION DATE.    [IN THE CASE OF THE REGULATION S GLOBAL NOTE:]  BY ITS ACQUISITION  HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON  NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS  ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN  ACCORDANCE WITH REGULATION S.  BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY  SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE  REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT  ACQUIRING OR HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE  ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION  3(3) OF ERISA) THAT IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN  SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED  (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY  OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR  PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR  CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT ARE SIMILAR TO  SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR  LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE  PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND  THE DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT  CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A BREACH  OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY PROVISIONS  OF ANY APPLICABLE SIMILAR LAW.  (ii) each Global Note shall bear the following legend on the face  thereof:  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS  AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND  ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR  





 






    8  DMFIRM #401898491 v4  IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR  TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN  INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN  WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A  SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS  OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS  MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE  INDENTURE REFERRED TO ON THE REVERSE HEREOF.  (e) This Section 3(e) shall apply only to Global Notes deposited with the  Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.  (1) Each Global Note initially shall (x) be registered in the name of DTC or  the nominee of DTC, (y) be delivered to the Trustee, as custodian for DTC and (z) bear  legends as set forth in Section 3(d).  Transfers of a Global Note (but not a beneficial  interest therein) will be limited to transfers thereof in whole, but not in part, to the DTC,  its successors or its respective nominees, except as set forth in Sections 3(e)(4) and 3(f).   If a beneficial interest in a Global Note is transferred or exchanged for a beneficial  interest in another Global Note, the Trustee, as custodian for DTC will (x) record a  decrease in the principal amount of the Global Note being transferred or exchanged equal  to the principal amount of such transfer or exchange and (y) record a like increase in the  principal amount of the other Global Note.  Any beneficial interest in one Global Note  that is transferred to a Person who takes delivery in the form of an interest in another  Global Note, or exchanged for an interest in another Global Note, will, upon transfer or  exchange, cease to be an interest in such Global Note and become an interest in the other  Global Note and, accordingly, will thereafter be subject to all transfer and exchange  restrictions, if any, and other procedures applicable to beneficial interests in such other  Global Note for as long as it remains such an interest.  (2) Members of, or participants in, DTC (“Agent Members”) shall have no  rights under the Indenture with respect to any Global Note held on their behalf by DTC or  by the Trustee, as custodian for DTC, or under such Global Note, and DTC may be  treated by the Company, the Trustee and any agent of the Company or the Trustee as the  absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the  foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the  Company or the Trustee from giving effect to any written certification, proxy or other  authorization furnished by DTC or impair, as between DTC and its Agent Members, the  operation of customary practices of DTC governing the exercise of the rights of a holder  of a beneficial interest in any Global Note.  





 






    9  DMFIRM #401898491 v4  (3) In connection with any transfer of a portion of the beneficial interest in a  Global Note pursuant to Section 3(f) to beneficial owners who are required to hold  Definitive Notes, the Trustee, as custodian for DTC shall reflect on its books and records  the date and a decrease in the principal amount of such Global Note in an amount equal  to the principal amount of the beneficial interest in the Global Note to be transferred, and  the Company shall execute, and the Trustee shall authenticate and make available for  delivery, one or more Definitive Notes of like tenor and amount.  (4) In connection with the transfer of an entire Global Note to beneficial  owners pursuant to Section 3(f), such Global Note shall be deemed to be surrendered to  the Trustee for cancellation, and the Company shall execute, and the Trustee shall  authenticate and make available for delivery, to each beneficial owner identified by DTC  in exchange for its beneficial interest in such Global Note, an equal aggregate principal  amount of Definitive Notes of authorized denominations.  (5) The registered Holder of a Global Note may grant proxies and otherwise  authorize any person, including Agent Members and persons that may hold interests  through Agent Members, to take any action which a Holder is entitled to take under this  Indenture or the Notes.  (6) Any Holder of a Global Note shall, by acceptance of such Global Note,  agree that transfers of beneficial interests in such Global Note may be effected only  through a book-entry system maintained by (i) the Holder of such Global Note (or its  agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership  of a beneficial interest in such Global Note shall be required to be reflected in a book  entry.  (f) Definitive Notes.  Except as provided below, owners of beneficial interests  in Global Notes will not be entitled to receive Definitive Notes.  Definitive Notes shall be  transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if  (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such  Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time  when DTC is required to be so registered in order to act as depositary, and in each case a  successor depositary is not appointed by the Company within 90 days of such notice, (B) the  Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s  Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has  occurred and is continuing and the Registrar has received a written request from DTC.  In the  event of the occurrence of any of the events specified in the second preceding sentence or in  clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to  the Registrar a reasonable supply of Definitive Notes.  In addition, any Note transferred to an  affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note  that has been acquired by an affiliate in a transaction or series of transactions not involving any  public offering must, until one year after the last date on which either the Company or any  affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear  the legend regarding transfer restrictions in Section 3(d).  If required to do so pursuant to any  applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for  





 






    10  DMFIRM #401898491 v4  their beneficial interests in a Global Note upon written request in accordance with DTC’s and the  Registrar’s procedures.  (1) Any Definitive Note delivered in exchange for an interest in a Global Note  pursuant to Section 3(e) shall, except as otherwise provided by Section 4(d), bear the  applicable legend regarding transfer restrictions applicable to the Global Note set forth in  Section 3(d).  (2) If a Definitive Note is transferred or exchanged for a beneficial interest in  a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in  the principal amount of such Global Note equal to the principal amount of such transfer  or exchange and (z) in the event that such transfer or exchange involves less than the  entire principal amount of the canceled Definitive Note, the Company shall execute, and  the Trustee shall authenticate and make available for delivery, to the transferring Holder a  new Definitive Note representing the principal amount not so transferred.  (3) If a Definitive Note is transferred or exchanged for another Definitive  Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged,  (y) the Company shall execute, and the Trustee shall authenticate and make available for  delivery, one or more new Definitive Notes in authorized denominations having an  aggregate principal amount equal to the principal amount of such transfer or exchange to  the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in  the case of an exchange), registered in the name of such transferee or Holder, as  applicable, and (z) if such transfer or exchange involves less than the entire principal  amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall  authenticate and make available for delivery to the Holder thereof, one or more Definitive  Notes in authorized denominations having an aggregate principal amount equal to the  untransferred or unexchanged portion of the canceled Definitive Notes, registered in the  name of the Holder thereof.  (4) Notwithstanding anything to the contrary in this Indenture, in no event  shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in  the Regulation S Global Note prior to the end of the Restricted Period.  Section 4. Transfer and Exchange.  (a) A Holder may transfer a Note (or a beneficial interest therein) to another  Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any  authorized denomination by presenting to the Registrar a written request therefor stating the  name of the proposed transferee or requesting such an exchange, accompanied by any  certification, opinion or other document required by this Section 4.  The Registrar will promptly  register any transfer or exchange that meets the requirements of this Section 4 by noting the same  in the register maintained by the Registrar for the purpose, and no transfer or exchange will be  effective until it is registered in such register.  The transfer or exchange of any Note (or a  beneficial interest therein) may only be made in accordance with this Section 4 and Section 3(e)  and 3(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the  





 






    11  DMFIRM #401898491 v4  applicable rules and procedures of DTC, Euroclear and Clearstream.  The Registrar shall refuse  to register any requested transfer or exchange that does not comply with this paragraph.  (b) Transfers of Rule 144A Notes.  The following provisions shall apply with  respect to any proposed registration of transfer of a Rule 144A Note prior to the date that is one  year after the later of the date of its original issue and the last date on which the Company or any  Affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale  Restriction Termination Date”):  (i) a registration of transfer of a Rule 144A Note or a beneficial  interest therein to a QIB shall be made upon the representation of the transferee in the form as set  forth on the reverse of the Rule 144A Note that it is purchasing for its own account or an account  with respect to which it exercises sole investment discretion and that it and any such account is a  “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is  being made in reliance on Rule 144A and acknowledges that it has received such information  regarding the Company as the undersigned has requested pursuant to Rule 144A or has  determined not to request such information and that it is aware that the transferor is relying upon  its foregoing representations in order to claim the exemption from registration provided by  Rule 144A; provided that no such written representation or other written certification shall be  required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a  transferee in the form of a beneficial interest in that Rule 144A Global Note in accordance with  this Indenture and the applicable procedures of DTC;  (ii) a registration of transfer of a Rule 144A Note or a beneficial  interest therein to a non U.S. Person shall be made upon receipt by the Registrar or its agent of a  certificate substantially in the form set forth in Section 4(i) from the proposed transferee and the  delivery of an Opinion of Counsel, certification and/or other information satisfactory to the  Company.  (c) Transfers of Regulation S Notes.  The following provisions shall apply  with respect to any proposed transfer of a Regulation S Note prior to the expiration of the  Restricted Period:  (i) a transfer of a Regulation S Note or a beneficial interest therein to  a QIB shall be made upon the representation of the transferee, in the form of assignment on the  reverse of the certificate, that it is purchasing the Regulation S Note for its own account or an  account with respect to which it exercises sole investment discretion and that it and any such  account is a “qualified institutional buyer” within the meaning of Rule 144A, is aware that the  sale to it is being made in reliance on Rule 144A and acknowledges that it has received such  information regarding the Company as the undersigned has requested pursuant to Rule 144A or  has determined not to request such information and that it is aware that the transferor is relying  upon its foregoing representations in order to claim the exemption from registration provided by  Rule 144A; and  (ii) a transfer of a Regulation S Note or a beneficial interest therein to  a non U.S. Person shall be made upon receipt by the Registrar of a certificate substantially in the  





 






    12  DMFIRM #401898491 v4  form set forth in Section 4(i) hereof from the proposed transferee and receipt by the Registrar of  an Opinion of Counsel, certification and/or other information satisfactory to the Company.  After the expiration of the Restricted Period, interests in the Regulation S Note may be  transferred in accordance with applicable law without requiring the certification set forth in  Section 4(i) or any additional certification.  (d) Restricted Notes Legend.  Upon the transfer, exchange or replacement of  Notes not bearing a Restricted Notes Legend, the Registrar shall deliver Notes that do not bear a  Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes bearing a  Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes  Legend unless (1)  a Note is being transferred pursuant to an effective registration statement, (2)  Notes are being exchanged for Notes that do not bear the Restricted Notes Legend in accordance  with Section 4(e) below, (3) there is delivered to the Registrar an Opinion of Counsel reasonably  satisfactory to the Company to the effect that neither such legend nor the related restrictions on  transfer are required in order to maintain compliance with the provisions of the Securities Act or  (4) Notes are being exchanged for Exchange Notes in an exchange offer pursuant to the  Registration Rights Agreement, in which case the Exchange Notes shall not bear the Restricted  Notes Legend.  (e) Automatic Exchange from Global Note Bearing Restricted Notes Legend  to Global Note Not Bearing Restricted Notes Legend.  Upon the Company’s satisfaction that the  Restricted Notes Legend shall no longer be required in order to maintain compliance with the  Securities Act, beneficial interests in a Transfer Restricted Note may be automatically exchanged  into beneficial interests in an Unrestricted Global Note without any action required by or on  behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th  calendar day after the date on which the Notes are issued, or, if such day is not a Business Day,  on the next succeeding Business Day (the “Automatic Exchange Date”).  Upon the Company’s  satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain  compliance with the Securities Act, the Company shall (i) provide written notice to DTC and the  Trustee at least fifteen (15) calendar days prior to the Automatic Exchange Date, instructing  DTC to exchange all of the outstanding beneficial interests in a particular Transfer Restricted  Note to the Unrestricted Global Note, which the Company shall have previously otherwise made  eligible for exchange with the DTC, (ii) provide prior written notice (the “Automatic Exchange  Notice”) to each Holder at such Holder’s address appearing in the register of Holders at least  fifteen (15) calendar days prior to the Automatic Exchange Date (the “Automatic Exchange  Notice Date”), which notice must include (w) the Automatic Exchange Date, (x) the section of  this Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number  of the Transfer Restricted Note from which such Holder’s beneficial interests will be transferred  and (z) the “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial  interests will be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the  Trustee for authentication one or more Unrestricted Global Notes, duly executed by the  Company and an Issuer Order requesting the Trustee to authenticate, in an aggregate principal  amount equal to the aggregate principal amount of Transfer Restricted Notes to be exchanged  into such Unrestricted Global Notes.  At the Company’s written request on no less than five (5)  calendar days’ notice prior to the Automatic Exchange Notice Date, the Trustee shall deliver, in  the Company’s name and at its expense, the Automatic Exchange Notice, which shall be  





 






    13  DMFIRM #401898491 v4  prepared by the Company, to each Holder at such Holder’s address appearing in the register of  Holders.  Notwithstanding anything to the contrary in this Section 4(e), during the fifteen (15)  calendar day period prior to the Automatic Exchange Date, no transfers or exchanges other than  pursuant to this Section 4(e) shall be permitted without the prior written consent of the Company.   As a condition to any Automatic Exchange, the Company shall provide, and the Trustee shall be  entitled to conclusively rely upon, an Officer’s Certificate and Opinion of Counsel to the  Company to the effect that the Automatic Exchange shall be effected in compliance with the  Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes  Legend shall no longer be required in order to maintain compliance with the Securities Act and  that the aggregate principal amount of the particular Transfer Restricted Note is to be transferred  to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as  custodian for the Depositary to reflect the Automatic Exchange. Upon such exchange of  beneficial interests pursuant to this Section 4(e), the aggregate principal amount of the Global  Notes shall be increased or decreased by adjustments made on the records of the Trustee, as  custodian for the Depositary, to reflect the relevant increase or decrease in the principal amount  of such Global Note resulting from the applicable exchange.  The Restricted Global Note from  which beneficial interests are transferred pursuant to an Automatic Exchange shall be cancelled  following the Automatic Exchange and disposed of in accordance with the Trustee’s procedures  for the disposition of cancelled securities.  (f) Retention of Written Communications.  The Registrar shall retain copies  of all letters, notices and other written communications received pursuant to Section 3 or this  Section 4.  The Company shall have the right to inspect and make copies of all such letters,  notices or other written communications at any reasonable time upon the giving of reasonable  prior written notice to the Registrar.  (g) Obligations with Respect to Transfers and Exchanges of Notes.  To permit  registrations of transfers and exchanges, the Company shall, subject to the other terms and  conditions of this Section 4, execute and the Trustee shall authenticate Notes and Global Notes at  the Company’s and Registrar’s written request.  No service charge shall be made to a Holder for any registration of transfer or exchange,  but the Company may require the Holder to pay a sum sufficient to cover any transfer tax  assessments or similar governmental charge payable in connection therewith (other than any  such transfer taxes, assessments or similar governmental charges payable upon exchange or  transfer).  The Company (and the Registrar) shall not be required to register the transfer of or  exchange of any Note (A) for a period beginning (1) 15 calendar days before the sending of a  notice of an offer to repurchase or redeem Notes and ending at the close of business on the day  of such mailing or (2) 15 calendar days before an interest payment date and ending on such  interest payment date or (B) called for redemption, except the unredeemed portion of any Note  being redeemed in part.  





 






    14  DMFIRM #401898491 v4  Prior to the due presentation for registration of transfer of any Note, the Company, the  Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note  is registered as the owner of such Note for the purpose of receiving payment of principal of,  premium, if any, and interest on such Note and for all other purposes whatsoever, including  without limitation the transfer or exchange of such Note, whether or not such Note is overdue,  and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice  to the contrary.  Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to  Section 3(f) shall, except as otherwise provided by Section 4(d), bear the applicable legend  regarding transfer restrictions applicable to the Definitive Note set forth in Section 3(d).  All Notes issued upon any transfer or exchange pursuant to the terms of this  Supplemental Indenture shall evidence the same debt and shall be entitled to the same benefits  under this Supplemental Indenture as the Notes surrendered upon such transfer or exchange.  (h) No Obligation of the Trustee.  (1) Neither the Trustee nor the Registrar  shall have any responsibility or obligation to any beneficial owner of a Global Note, a member  of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or  its nominee or of any participant or member thereof, with respect to any ownership interest in the  Notes or with respect to the delivery to any participant, member, beneficial owner or other  Person (other than DTC) of any notice (including any notice of redemption or purchase) or the  payment of any amount or delivery of any Notes (or other security or property) under or with  respect to such Notes.  All notices and communications to be given to the Holders and all  payments to be made to Holders in respect of the Notes shall be given or made only to or upon  the order of the registered Holders (which shall be DTC or its nominee in the case of a Global  Note).  The rights of beneficial owners in any Global Note shall be exercised only through DTC  subject to the applicable rules and procedures of DTC.  The Trustee may conclusively rely and  shall be fully protected in conclusively relying upon information furnished by DTC with respect  to its members, participants and any beneficial owners.  Neither the Trustee nor the Registrar shall have any obligation or duty to monitor,  determine or inquire as to compliance with any restrictions on transfer imposed under this  Supplemental Indenture or under applicable law with respect to any transfer of any interest in  any Note (including any transfers between or among DTC participants, members or beneficial  owners in any Global Note) other than to require delivery of such certificates and other  documentation or evidence as are expressly required by, and to do so if and when expressly  required by, the terms of this Indenture, and to examine the same to determine substantial  compliance as to form with the express requirements hereof. Neither the Trustee, the Registrar  nor any of their respective agents shall have any responsibility or liability for any actions taken  or not taken by DTC.  (i) Form of Certificate to be Delivered in Connection with Transfers Pursuant  to Regulation S.  Exelon Corporation  10 South Dearborn Street, 49th Floor  





 






    15  DMFIRM #401898491 v4  Chicago, IL 60603  Attention: Secretary  The Bank of New York Mellon Trust Company, N.A.  2 North LaSalle Street, Suite 700  Chicago, IL 60602  Attention: Global Corporate Trust  Re: Exelon Corporation (the “Company”)  2.750% Notes due 2027  3.350% Notes due 2032  4.100% Notes due 2052  Ladies and Gentlemen:  In connection with our proposed sale of $[________] aggregate principal amount of the  [2027 Notes/2032 Notes/2052 Notes], we confirm that such sale has been effected pursuant to  and in accordance with Regulation S under the United States Securities Act of 1933, as amended  (the “Securities Act”), and, accordingly, we represent that:  (a) the offer of the [2027 Notes/2032 Notes/2052 Notes] was not made to a  person in the United States;    (b) either (i) at the time the buy order was originated, the transferee was  outside the United States or we and any person acting on our behalf reasonably  believed that the transferee was outside the United States or (ii) the transaction  was executed in, on or through the facilities of a designated off-shore securities  market and neither we nor any person acting on our behalf knows that the  transaction has been pre-arranged with a buyer in the United States;    (c) no directed selling efforts have been made in the United States in  contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of  Regulation S, as applicable; and    (d) the transaction is not part of a plan or scheme to evade the registration  requirements of the Securities Act.    In addition, if the sale is made during a restricted period and the provisions of  Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we  confirm that such sale has been made in accordance with the applicable provisions of  Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case may be.  We also hereby certify that we [are][are not] an Affiliate of the Company and, to our  knowledge, the transferee of the [2027 Notes/2032 Notes/2052 Notes] [is][is not] an Affiliate of  the Company.  





 






    16  DMFIRM #401898491 v4  The Trustee and the Company are entitled to conclusively rely upon this letter and are  irrevocably authorized to produce this letter or a copy hereof to any interested party in any  administrative or legal proceedings or official inquiry with respect to the matters covered hereby.   Terms used in this certificate have the meanings set forth in Regulation S.  Very truly yours,  [Name of Transferor]  By: _________________________________   Authorized Signature  Section 5. Optional Redemption. The Company shall have the right to redeem the  Notes, in whole or in part, at its option, as follows: the 2027 Notes may be redeemed at any time  prior to February 15, 2027, the 2032 Notes may be redeemed at any time prior to December 15,  2031 and the 2052 Notes may be redeemed at any time prior to September 15, 2051 (in each case  with respect to the applicable series of Notes, the “Par Call Date”), in each case upon at least 10  days’ but no more than 60 days’ notice, at a redemption price (expressed as a percentage of  principal amount and rounded to three decimal places) equal to the greater of:  (i) 100% of the principal amount of the Notes to be redeemed, and  (ii) (a) the sum of the present values of the remaining scheduled  payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to  the redemption date) to February 15, 2027, in the case of the 2027 Notes, December 15, 2031, in  the case of the 2032 Notes, or September 15, 2051, in the case of the 2052 Notes, discounted to  the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30- day months) at the Treasury Rate (as defined below) plus 15 basis points in the case of the 2027  Notes, plus 25 basis points in the case of the 2032 Notes and plus 30 basis points in the case of  the 2052 Notes, less (b) interest accrued to the redemption date;  plus, in each case, accrued and unpaid interest on the principal amount being redeemed to  but excluding the date of redemption.  On or after the applicable Par Call Date, the Company shall have the right to redeem the  Notes, in whole or in part, at its option, at a redemption price equal to 100% of the principal  amount of the Notes being redeemed plus accrued and unpaid interest thereon to but excluding  the date of redemption.   “Treasury Rate” means, with respect to any redemption date, the yield determined by the  Company in accordance with the following two paragraphs.  





 






    17  DMFIRM #401898491 v4  The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City  time (or after such time as yields on U.S. government securities are posted daily by the Board of  Governors of the Federal Reserve System), on the third business day preceding the redemption  date based upon the yield or yields for the most recent day that appear after such time on such  day in the most recent statistical release published by the Board of Governors of the Federal  Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor  designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury  constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury  Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on  H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining  Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the  Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on  H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on  H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on  a straight-line basis (using the actual number of days) using such yields and rounding the result  to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than  or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15  closest to the Remaining Life.  For purposes of this paragraph, the applicable Treasury constant  maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant  number of months or years, as applicable, of such Treasury constant maturity from the  redemption date.  If on the third business day preceding the redemption date H.15 or any successor  designation or publication is no longer published, the Company shall calculate the Treasury Rate  based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m.,  New York City time, on the second business day preceding such redemption date of the United  States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as  applicable.  If there is no United States Treasury security maturing on the Par Call Date but there  are two or more United States Treasury securities with a maturity date equally distant from the  Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date  following the Par Call Date, the Company shall select the United States Treasury security with a  maturity date preceding the Par Call Date.  If there are two or more United States Treasury  securities maturing on the Par Call Date or two or more United States Treasury securities  meeting the criteria of the preceding sentence, the Company shall select from among these two  or more United States Treasury securities the United States Treasury security that is trading  closest to par based upon the average of the bid and asked prices for such United States Treasury  securities at 11:00 a.m., New York City time.  In determining the Treasury Rate in accordance  with the terms of this paragraph, the semi-annual yield to maturity of the applicable United  States Treasury security shall be based upon the average of the bid and asked prices (expressed  as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States  Treasury security, and rounded to three decimal places.  The Company’s actions and determinations in determining the redemption price shall be  conclusive and binding for all purposes, absent manifest error.  In the case of a partial redemption, selection of Definitive Notes for redemption will be  made by lot by the Trustee.  No Notes of a principal amount of $2,000 or less will be redeemed  





 






    18  DMFIRM #401898491 v4  in part. If any Notes are to be redeemed in part only, the notice of redemption that relates to such  Notes will state the portion of the principal amount of the Notes to be redeemed.  A new  Definitive Note in a principal amount equal to the unredeemed portion of a Definitive Note will  be issued in the name of the Holder of such Definitive Note upon surrender for cancellation of  the original Definitive Note.  For so long as the Notes are held by DTC (or another depositary),  the redemption of the Notes shall be done in accordance with the policies and procedures of the  depositary.  Unless the Company defaults in payment of the redemption price, on and after the  redemption date interest will cease to accrue on the Notes or portions thereof called for  redemption.  Any optional redemption may be conditioned upon the consummation of one or more other  transactions, including any debt or equity issuance by the Company or any of its parent  companies or Subsidiaries.  The Trustee shall not have responsibility for calculating any  redemption price.  Section 6. Effect of Supplemental Indenture. This Supplemental Indenture is a  supplemental indenture within the meaning of the Base Indenture. The provisions of this  Supplemental Indenture are intended to supplement those of the Base Indenture as in effect  immediately prior to the execution and delivery hereof. The Base Indenture shall remain in full  force and effect except to the extent that the provisions of the Base Indenture are expressly  modified by the terms of this Supplemental Indenture. The Base Indenture, as supplemented and  amended by this Supplemental Indenture, is in all respects ratified, confirmed and approved and,  with respect to the Notes, the Base Indenture, as supplemented and amended by this  Supplemental Indenture, shall be read, taken and construed as one and the same instrument.  Notwithstanding any other provision of the Base Indenture or this Supplemental  Indenture to the contrary, to the extent any provisions of this Supplemental Indenture or any  Note issued hereunder shall conflict with any provision of the Base Indenture, the provisions of  this Supplemental Indenture (including the terms and conditions of each series of Notes set forth  in Section 2 hereof) shall govern.  Section 7. Governing Law. This Supplemental Indenture shall be governed by and  construed in accordance with the laws of the State of New York, without regard to conflict of  laws principles thereunder, except to the extent that the law of any other jurisdiction shall be  mandatorily applicable.  Section 8. Waiver of Jury Trial. EACH OF THE COMPANY, EACH HOLDER  AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN  ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS  SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.  Section 9. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes  no representation as to the validity or adequacy of the Notes of any series, it shall not be  accountable for the Company’s use of the proceeds from the Notes of any series or any money  





 






    19  DMFIRM #401898491 v4  paid to the Company or upon the Company’s direction under any provision of the Indenture or  the Notes, it shall not be responsible for the use or application of any money received by any  Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital  herein or any statement in the Notes of any series or any other document in connection with the  sale of the Notes of any series or pursuant to this Supplemental Indenture other than its  certificate of authentication.  Section 10. Amendments and Supplements. Except as provided below, this  Supplemental Indenture and the terms of the Notes shall be modified only as provided in Article  VIII of the Base Indenture.    Section 11. Trust Indenture Act Controls. If any provision hereof limits, qualifies or  conflicts with the duties imposed by the Trust Indenture Act § 318(c), the imposed duties shall  control.  Section 12. Counterpart Originals. The parties may sign any number of copies of this  Supplemental Indenture. Each signed copy shall be an original, but all of them together represent  the same agreement. Delivery of an executed counterpart of a signature page to this  Supplemental Indenture by telecopier, facsimile, Electronic Signature, or other electronic  transmission (i.e. a “pdf” or “tif”) shall be effective as delivery of a manually executed  counterpart thereof. The exchange of copies of this Supplemental Indenture and of signature  pages by facsimile, Electronic Signature, or PDF transmission shall constitute effective  execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in  lieu of the original Supplemental Indenture and signature pages for all purposes.  Section 13. Rule of Construction.  Whenever in the Indenture there is mentioned, in  any context, principal, interest or any other amount payable under or with respect to any Notes,  such mention shall be deemed to include mention of the payment of Additional Interest, to the  extent that, in such context, Additional Interest is, was or would be payable in respect thereof  pursuant to the Notes, provided, however, that the Trustee and the Paying Agent shall not be  deemed to have knowledge of the requirement that Additional Interest is due unless the Trustee  and the Paying Agent receive written notice from the Company no later than fifteen days prior to  the applicable payment date stating that such amounts are due and specifying the dollar amounts  thereof.  The Trustee and the Paying Agent shall not at any time be under any duty or  responsibility to any Holder of Notes to determine Additional Interest, or with respect to the  nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the  method employed in such calculation of Additional Interest.  [The remainder of this page is left blank intentionally]    





 






[Signature page to Fifth Supplemental Indenture]    IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to  be duly executed as of the day and year first above written.  EXELON CORPORATION  By:    Name: Ryan Brown   Title:  Assistant Treasurer       





 






[Signature page to Fifth Supplemental Indenture]  THE BANK OF NEW YORK MELLON TRUST  COMPANY, N.A., as Trustee  By:   Name:   Title:   Lawrence M. Kusch Vice President 





 






  DMFIRM #401898491 v4  Exhibit A-1  [Face of Security]  EXELON CORPORATION  Certificate No. [●]  [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR  OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS  SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS  SET FORTH BELOW.   BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (I) IT IS A  “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE  SECURITIES ACT (“RULE 144A”)), OR (II) IT IS NOT A U.S. PERSON AS DEFINED IN  REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) AND IS  ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER,  SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE (THE  “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (OR SUCH  LONGER PERIOD AS IS REQUIRED TO COMPLY WITH THE SECURITIES ACT) IN THE  CASE OF RULE 144A NOTES, AND 40 DAYS IN THE CASE OF REGULATION S NOTES  AFTER THE ORIGINAL ISSUE DATE HEREOF, ONLY (A) TO THE COMPANY, THE  GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A  REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER  THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR  RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A  QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT  OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM  NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE  144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO  NON U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION  S IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE  SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE  COMPANY’S AND REGISTRAR’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR  TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION  SATISFACTORY TO THE COMPANY.  THIS LEGEND WILL BE REMOVED UPON THE  WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION  TERMINATION DATE.    [IN THE CASE OF THE REGULATION S GLOBAL NOTE:]  BY ITS ACQUISITION  HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR  





 






  DMFIRM #401898491 v4  IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS  SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION  S.  BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT  TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND  WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING  SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE  BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO  ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE  CODE OF 1986, AS AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD  “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE  BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A  GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT  ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,  “SIMILAR LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE  PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE  DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE  OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406  OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER  ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR  LAW.]1  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT  FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH  OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC  (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY  PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &  CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN  WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF  THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE  WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE  REVERSE HEREOF.]2                                                    1  Include in Transfer Restricted Notes.  2  Insert in Global Notes only.  





 






  DMFIRM #401898491 v4  EXELON CORPORATION  No. [Rule 144A][Reg S] — [●] $[●]  2.750% NOTES DUE 2027  CUSIP No. [144A: 30161NAZ4][Reg S: U3002LAD4]  ISIN No. [144A: US30161NAZ42][Reg S: USU3002LAD48]  Exelon Corporation, a Pennsylvania corporation (the “Company”), for value received,  hereby promises to pay to [CEDE & CO.]3, as nominee for The Depositary Trust Company, or  its registered assigns, the principal sum of $           Dollars ($) [or such greater or lesser amount  as is indicated on the Schedule of Adjustments attached hereto]4 on March 15, 2027, and to pay  interest thereon, as provided on the reverse hereof, until the principal and any unpaid and  accrued interest are paid or duly provided for.  Interest Payment Dates: March 15 and September 15 of each year, with the first payment  to be made on September 15, 2022.  Regular Record Dates: March 14 and September 14 (or if not a Business Day, the  immediately preceding Business Day).  The provisions on the back of this certificate are incorporated as if set forth on the face  hereof.                                                    3 Insert in Global Notes only.  4 Insert in Global Notes only.  





 






  [Signature page to 2027 Note]    IN WITNESS WHEREOF, EXELON CORPORATION has caused this instrument to be  duly signed.  EXELON CORPORATION  By:    Name: Ryan Brown   Title:  Assistant Treasurer    





 






  [Signature page to 2027 Note]    TRUSTEE’S CERTIFICATE OF AUTHENTICATION  This is one of the Securities of the series designated therein referred to in the within-mentioned  Indenture.  The Bank of New York Mellon Trust  Company, N.A., as Trustee  By: _________________________________   Authorized Signatory    Dated:      





 






  DMFIRM #401898491 v4  [Reverse of Security]  EXELON CORPORATION  2.750% NOTES DUE 2027  1. Interest. Exelon Corporation, a Pennsylvania corporation (the “Company”),  promises to pay or cause to be paid interest on the principal amount of this Security at the rate  per annum shown above. The Company shall pay interest, payable semi-annually in arrears, on  March 15 and September 15 of each year, or if any such day is not a Business Day, on the next  succeeding Business Day, with the first payment to be made on September 15, 2022. Interest on  the Securities shall accrue from and include the date that the Securities are issued to and  excluding the date of maturity or redemption. Interest shall be computed on the basis of a 360- day year of twelve 30-day months.  In addition to the rights provided to Holders of the Securities under the Indenture,  Holders of Registrable Securities (as defined in the Registration Rights Agreement) shall have all  rights set forth in the Registration Rights Agreement, including the right to receive Additional  Interest pursuant to the Registration Rights Agreement in certain circumstances.  If applicable,  Additional Interest payable pursuant to the Registration Rights Agreement shall be paid to the  same Persons, in the same manner and at the same times as regular interest.  2. Maturity. The Securities will mature on March 15, 2027 (the “Maturity Date”).  3. Method of Payment. Except as provided in the Indenture (as defined below), the  Company shall pay interest on the Securities on the applicable Interest Payment Dates, as set  forth on the face of this Security, to the persons who are Holders of record of Securities at the  close of business on the immediately preceding Regular Record Date, as set forth on the face of  this Security. Holders must surrender Securities to a Paying Agent to collect the principal  amount. The Company shall pay, in money of the United States that at the time of payment is  legal tender for payment of public and private debts, all amounts due in cash with respect to the  Securities, which amounts shall be paid by wire transfer of immediately available funds to the  account designated by the Depositary for the Securities or its nominee.  4. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust  Company, N.A. (the “Trustee”), shall act as Paying Agent. The Company initially appoints the  Trustee as the Registrar. The Company may change any Paying Agent or Registrar without prior  notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity.  5. Indenture. The Company issued the Securities under the Indenture, dated as of  June 11, 2015 as amended by the First Supplemental Indenture, dated as of June 11, 2015, the  Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental  Indenture, dated as of April 7, 2016, and the Fourth Supplemental Indenture, dated as of April 1,  2020 (the “Base Indenture”), among the Company and the Trustee, as supplemented by the Fifth  Supplemental Indenture, dated as of March 7, 2022 (the “Fifth Supplemental Indenture” and,  together with the Base Indenture, as supplemented, the “Indenture”), among the Company and  the Trustee. The terms of the Securities include those stated in the Indenture and those made part  of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa- 





 






  DMFIRM #401898491 v4  77bbbb), as amended and in effect from time to time (the “Trust Indenture Act”). The Securities  are subject to all such terms, and holders are referred to the Indenture and the Trust Indenture  Act for a statement of such terms. To the extent any provision of this Security conflicts with the  express provisions of the Indenture, the provisions of the Indenture shall govern and be  controlling. The Indenture does not limit the aggregate principal amount of Securities that may  be issued thereunder. Subject to the conditions set forth in the Indenture and without the consent  of the Holders, the Company may issue additional Securities of the same series under the  Indenture. All Securities of the same series, including any such additional Securities, shall be  treated as a single class of securities under the Indenture. Terms used herein without definition  and that are defined in the Indenture have the meanings assigned to them in the Indenture.  6. Redemption. The Securities may be redeemed at the option of the Company as  set forth in Section 5 of the Fifth Supplemental Indenture.  7. Denominations, Transfer, Exchange. The Securities are in registered form in  minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The  provisions of Section 4 of the Fifth Supplemental Indenture (Transfer and Exchange) shall apply  to the Securities.  8. Persons Deemed Owners. The registered Holder of a Security shall be treated as  the owner of such Security for all purposes.  9. Amendments, Supplements and Waivers. The Indenture and the Securities may  be amended or supplemented as provided in the Indenture.  10. Defaults and Remedies. If an Event of Default with respect to the Securities shall  occur and be continuing, the principal of all the Securities may be declared due and payable in  the manner and with the effect provided in the Indenture.  The Indenture provides that no Holder of any Security of any series may enforce any  remedy with respect to such series under the Indenture unless (a) such Holder previously shall  have given to the Trustee written notice of an Event of Default, (b) the Holders of not less than  33% in aggregate principal amount of the Securities of such series then Outstanding (treated as a  single class) shall have made written request upon the Trustee to institute such action or  proceedings in its own name as Trustee and shall have offered to the Trustee such reasonable  indemnity as it may require against the costs, expenses and liabilities to be incurred therein or  thereby, (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity  shall have failed to institute any such action or proceeding, and (d) no direction inconsistent with  such written request shall have been given to the Trustee pursuant to Section 5.9 of the Base  Indenture; provided, however, that such provision shall not prevent the Holder hereof from  enforcing payment of the principal of or interest on this Security.  11. Discharge and Defeasance. The Indenture contains provisions for discharge and  for the defeasance of the entire indebtedness of this Security and certain restrictive covenants  upon compliance by the Company with certain conditions set forth therein.  





 






  DMFIRM #401898491 v4  12. Trustee Dealings with the Company. The Trustee, in its individual or any other  capacity, may make loans to, accept deposits from, and perform services for the Company or its  affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee.  13. No Recourse Against Others. A director, officer, employee, incorporator or  stockholder of the Company, as such, shall not have any liability for any obligations of the  Company under the Securities or the Indenture or for any claim based on, in respect of, or by  reason of, such obligations or their creation. Each Holder by accepting a Security waives and  releases all such liability. The waiver and release are part of the consideration for the issuance of  the Securities.  14. Authentication. This Security shall not be valid until authenticated by the manual  signature, facsimile signature, or Electronic Signature of the Trustee or an authenticating agent in  accordance with the Indenture.  15. Abbreviations. Customary abbreviations may be used in the name of a Holder or  an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),  JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=  Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).  16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the  Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and  ISIN numbers to be printed on the Securities and the Company and the Trustee may use CUSIP  and ISIN numbers in notices of redemption as a convenience to holders. No representation is  made as to the accuracy of such numbers either as printed on the Securities or as contained in  any notice of redemption and reliance may be placed only on the other identification numbers  placed thereon.  17. Governing Law. This Security and the Indenture shall be governed by and  construed in accordance with the laws of the State of New York, without regard to conflict of  laws principles thereunder, except to the extent that the law of any other jurisdiction shall be  mandatorily applicable.  18. Waiver of Jury Trial. EACH OF THE COMPANY, EACH HOLDER AND  THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN  ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY, THE  INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.  THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST  AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT  SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED  OFFICE OF THE COMPANY.   





 






  DMFIRM #401898491 v4  ASSIGNMENT FORM  To assign this Note, fill in the form below:  I or we assign and transfer this Note to:     (Print or type assignee’s name, address and zip code)     (Insert assignee’s social security or tax I.D. No.)  and irrevocably appoint ___________ agent to transfer this Note on the books of the Issuer.  The  agent may substitute another to act for him.  Date: Your Signature:   Signature Guarantee:     (Signature must be guaranteed)     Sign exactly as your name appears on the other side of this Note.  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,  savings and loan associations and credit unions with membership in an approved signature  guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.  The undersigned hereby certifies that it  is /  is not an Affiliate of the Issuer and that, to its  knowledge, the proposed transferee  is /  is not an Affiliate of the Issuer.  In connection with any transfer or exchange of any of the Notes evidenced by this certificate  occurring prior to the date that is one year after the later of the date of original issuance of such  Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of  the Issuer, the undersigned confirms that such Notes are being:  CHECK ONE BOX BELOW:  (1)  acquired for the undersigned’s own account, without transfer; or  (2)  transferred to the Issuer; or  (3)  transferred pursuant to and in compliance with Rule 144A under the  Securities Act of 1933, as amended (the “Securities Act”); or  (4)  transferred pursuant to an effective registration statement under the  Securities Act; or  (5)  transferred pursuant to and in compliance with Regulation S under the  Securities Act; or  





 






  DMFIRM #401898491 v4  (6)  transferred pursuant to another available exemption from the registration  requirements of the Securities Act of 1933, as amended.  Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced  by this certificate in the name of any person other than the registered Holder thereof; provided,  however, that if box (5) or (6) is checked, the Issuer may require, prior to registering any such  transfer of the Notes, in its sole discretion, such legal opinions, certifications and other  information as the Issuer may reasonably request to confirm that such transfer is being made  pursuant to an exemption from, or in a transaction not subject to, the registration requirements of  the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such  Act.     Signature  Signature Guarantee:       (Signature must be guaranteed) Signature  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,  savings and loan associations and credit unions with membership in an approved signature  guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.  TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.  The undersigned represents and warrants that it is purchasing this Note for its own account or an  account with respect to which it exercises sole investment discretion and that it and any such  account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities  Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A  and acknowledges that it has received such information regarding the Issuer as the undersigned  has requested pursuant to Rule 144A or has determined not to request such information and that  it is aware that the transferor is relying upon the undersigned’s foregoing representations in order  to claim the exemption from registration provided by Rule 144A.     Dated:    





 






  DMFIRM #401898491 v4  SCHEDULE A  [SCHEDULE OF ADJUSTMENTS]5    Date Adjustment Made  Principal  Amount  Increase  Principal  Amount  Decrease  Principal  Amount  Following  Adjustment  Notification  Made on  Behalf of the  Trustee                                                                                                  5 Insert in Global Notes only.  





 






  DMFIRM #401898491 v4  Exhibit A-2  [Face of Security]  EXELON CORPORATION  Certificate No. [●]  [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR  OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS  SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS  SET FORTH BELOW.   BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (I) IT IS A  “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE  SECURITIES ACT (“RULE 144A”)), OR (II) IT IS NOT A U.S. PERSON AS DEFINED IN  REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) AND IS  ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER,  SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE (THE  “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (OR SUCH  LONGER PERIOD AS IS REQUIRED TO COMPLY WITH THE SECURITIES ACT) IN THE  CASE OF RULE 144A NOTES, AND 40 DAYS IN THE CASE OF REGULATION S NOTES  AFTER THE ORIGINAL ISSUE DATE HEREOF, ONLY (A) TO THE COMPANY, THE  GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A  REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER  THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR  RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A  QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT  OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM  NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE  144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO  NON U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION  S IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE  SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE  COMPANY’S AND REGISTRAR’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR  TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION  SATISFACTORY TO THE COMPANY.  THIS LEGEND WILL BE REMOVED UPON THE  WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION  TERMINATION DATE.    [IN THE CASE OF THE REGULATION S GLOBAL NOTE:]  BY ITS ACQUISITION  HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR  





 






  DMFIRM #401898491 v4  IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS  SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION  S.  BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT  TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND  WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING  SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE  BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO  ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE  CODE OF 1986, AS AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD  “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE  BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A  GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT  ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,  “SIMILAR LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE  PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE  DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE  OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406  OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER  ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR  LAW.]6  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT  FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH  OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC  (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY  PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &  CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN  WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF  THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE  WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE  REVERSE HEREOF.]7                                                    6  Include in Transfer Restricted Notes.  7  Insert in Global Notes only.  





 






  DMFIRM #401898491 v4  EXELON CORPORATION  No. [Rule 144A][Reg S] — [●] $[●]  3.350% NOTES DUE 2032  CUSIP No. [144A: 30161NBC4][Reg S: U3002LAE2]  ISIN No. [144A: US30161NBC48][Reg S: USU3002LAE21]  Exelon Corporation, a Pennsylvania corporation (the “Company”), for value received,  hereby promises to pay to [CEDE & CO.]8, as nominee for The Depositary Trust Company, or  its registered assigns, the principal sum of $           Dollars ($) [or such greater or lesser amount  as is indicated on the Schedule of Adjustments attached hereto]9 on March 15, 2032, and to pay  interest thereon, as provided on the reverse hereof, until the principal and any unpaid and  accrued interest are paid or duly provided for.  Interest Payment Dates: March 15 and September 15 of each year, with the first payment  to be made on September 15, 2022.  Regular Record Dates: March 14 and September 14 (or if not a Business Day, the  immediately preceding Business Day).  The provisions on the back of this certificate are incorporated as if set forth on the face  hereof.                                                    8 Insert in Global Notes only.  9 Insert in Global Notes only.  





 






  [Signature page to 2032 Note]    IN WITNESS WHEREOF, EXELON CORPORATION has caused this instrument to be  duly signed.  EXELON CORPORATION  By:    Name: Ryan Brown   Title:  Assistant Treasurer       





 






  [Signature page to 2032 Note]    TRUSTEE’S CERTIFICATE OF AUTHENTICATION  This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.  The Bank of New York Mellon Trust  Company, N.A., as Trustee  By: _________________________________   Authorized Signatory    Dated:      





 






  DMFIRM #401898491 v4  [Reverse of Security]  EXELON CORPORATION  3.350% NOTES DUE 2032  1. Interest. Exelon Corporation, a Pennsylvania corporation (the “Company”),  promises to pay or cause to be paid interest on the principal amount of this Security at the rate  per annum shown above. The Company shall pay interest, payable semi-annually in arrears, on  March 15 and September 15 of each year, or if any such day is not a Business Day, on the next  succeeding Business Day, with the first payment to be made on September 15, 2022. Interest on  the Securities shall accrue from and include the date that the Securities are issued to and  excluding the date of maturity or redemption. Interest shall be computed on the basis of a 360- day year of twelve 30-day months.  In addition to the rights provided to Holders of the Securities under the Indenture,  Holders of Registrable Securities (as defined in the Registration Rights Agreement) shall have all  rights set forth in the Registration Rights Agreement, including the right to receive Additional  Interest pursuant to the Registration Rights Agreement in certain circumstances.  If applicable,  Additional Interest payable pursuant to the Registration Rights Agreement shall be paid to the  same Persons, in the same manner and at the same times as regular interest.  2. Maturity. The Securities will mature on March 15, 2032 (the “Maturity Date”).  3. Method of Payment. Except as provided in the Indenture (as defined below), the  Company shall pay interest on the Securities on the applicable Interest Payment Dates, as set  forth on the face of this Security, to the persons who are Holders of record of Securities at the  close of business on the immediately preceding Regular Record Date, as set forth on the face of  this Security. Holders must surrender Securities to a Paying Agent to collect the principal  amount. The Company shall pay, in money of the United States that at the time of payment is  legal tender for payment of public and private debts, all amounts due in cash with respect to the  Securities, which amounts shall be paid by wire transfer of immediately available funds to the  account designated by the Depositary for the Securities or its nominee.  4. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust  Company, N.A. (the “Trustee”), shall act as Paying Agent. The Company initially appoints the  Trustee as the Registrar. The Company may change any Paying Agent or Registrar without prior  notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity.  5. Indenture. The Company issued the Securities under the Indenture, dated as of  June 11, 2015 as amended by the First Supplemental Indenture, dated as of June 11, 2015, the  Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental  Indenture, dated as of April 7, 2016, and the Fourth Supplemental Indenture, dated as of April 1,  2020 (the “Base Indenture”), among the Company and the Trustee, as supplemented by the Fifth  Supplemental Indenture, dated as of March 7, 2022 (the “Fifth Supplemental Indenture” and,  together with the Base Indenture, as supplemented, the “Indenture”), among the Company and  the Trustee. The terms of the Securities include those stated in the Indenture and those made part  of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa- 





 






  DMFIRM #401898491 v4  77bbbb), as amended and in effect from time to time (the “Trust Indenture Act”). The Securities  are subject to all such terms, and holders are referred to the Indenture and the Trust Indenture  Act for a statement of such terms. To the extent any provision of this Security conflicts with the  express provisions of the Indenture, the provisions of the Indenture shall govern and be  controlling. The Indenture does not limit the aggregate principal amount of Securities that may  be issued thereunder. Subject to the conditions set forth in the Indenture and without the consent  of the Holders, the Company may issue additional Securities of the same series under the  Indenture. All Securities of the same series, including any such additional Securities, shall be  treated as a single class of securities under the Indenture. Terms used herein without definition  and that are defined in the Indenture have the meanings assigned to them in the Indenture.  6. Redemption.  The Securities may be redeemed at the option of the Company as  set forth in Section 5 of the Fifth Supplemental Indenture.  7. Denominations, Transfer, Exchange. The Securities are in registered form in  minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The  provisions of Section 4 of the Fifth Supplemental Indenture (Transfer and Exchange) shall apply  to the Securities.  8. Persons Deemed Owners. The registered Holder of a Security shall be treated as  the owner of such Security for all purposes.  9. Amendments, Supplements and Waivers. The Indenture and the Securities may  be amended or supplemented as provided in the Indenture.  10. Defaults and Remedies. If an Event of Default with respect to the Securities shall  occur and be continuing, the principal of all the Securities may be declared due and payable in  the manner and with the effect provided in the Indenture.  The Indenture provides that no Holder of any Security of any series may enforce any  remedy with respect to such series under the Indenture unless (a) such Holder previously shall  have given to the Trustee written notice of an Event of Default, (b) the Holders of not less than  33% in aggregate principal amount of the Securities of such series then Outstanding (treated as a  single class) shall have made written request upon the Trustee to institute such action or  proceedings in its own name as Trustee and shall have offered to the Trustee such reasonable  indemnity as it may require against the costs, expenses and liabilities to be incurred therein or  thereby, (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity  shall have failed to institute any such action or proceeding, and (d) no direction inconsistent with  such written request shall have been given to the Trustee pursuant to Section 5.9 of the Base  Indenture; provided, however, that such provision shall not prevent the holder hereof from  enforcing payment of the principal of or interest on this Security.  11. Discharge and Defeasance. The Indenture contains provisions for discharge and  for the defeasance of the entire indebtedness of this Security and certain restrictive covenants  upon compliance by the Company with certain conditions set forth therein.  





 






  DMFIRM #401898491 v4  12. Trustee Dealings with the Company. The Trustee, in its individual or any other  capacity, may make loans to, accept deposits from, and perform services for the Company or its  affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee.  13. No Recourse Against Others. A director, officer, employee, incorporator or  stockholder of the Company, as such, shall not have any liability for any obligations of the  Company under the Securities or the Indenture or for any claim based on, in respect of, or by  reason of, such obligations or their creation. Each Holder by accepting a Security waives and  releases all such liability. The waiver and release are part of the consideration for the issuance of  the Securities.  14. Authentication. This Security shall not be valid until authenticated by the manual  signature, facsimile signature, or Electronic Signature of the Trustee or an authenticating agent in  accordance with the Indenture.  15. Abbreviations. Customary abbreviations may be used in the name of a Holder or  an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),  JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=  Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).  16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the  Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and  ISIN numbers to be printed on the Securities and the Company and the Trustee may use CUSIP  and ISIN numbers in notices of redemption as a convenience to holders. No representation is  made as to the accuracy of such numbers either as printed on the Securities or as contained in  any notice of redemption and reliance may be placed only on the other identification numbers  placed thereon.  17. Governing Law. This Security and the Indenture shall be governed by and  construed in accordance with the laws of the State of New York, without regard to conflict of  laws principles thereunder, except to the extent that the law of any other jurisdiction shall be  mandatorily applicable.  18. Waiver of Jury Trial. EACH OF THE COMPANY, EACH HOLDER AND  THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN  ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY, THE  INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.  THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST  AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT  SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED  OFFICE OF THE COMPANY.   





 






  DMFIRM #401898491 v4  ASSIGNMENT FORM  To assign this Note, fill in the form below:  I or we assign and transfer this Note to:     (Print or type assignee’s name, address and zip code)     (Insert assignee’s social security or tax I.D. No.)  and irrevocably appoint ___________ agent to transfer this Note on the books of the Issuer.  The  agent may substitute another to act for him.  Date: Your Signature:   Signature Guarantee:     (Signature must be guaranteed)     Sign exactly as your name appears on the other side of this Note.  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,  savings and loan associations and credit unions with membership in an approved signature  guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.  The undersigned hereby certifies that it  is /  is not an Affiliate of the Issuer and that, to its  knowledge, the proposed transferee  is /  is not an Affiliate of the Issuer.  In connection with any transfer or exchange of any of the Notes evidenced by this certificate  occurring prior to the date that is one year after the later of the date of original issuance of such  Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of  the Issuer, the undersigned confirms that such Notes are being:  CHECK ONE BOX BELOW:  (1)  acquired for the undersigned’s own account, without transfer; or  (2)  transferred to the Issuer; or  (3)  transferred pursuant to and in compliance with Rule 144A under the  Securities Act of 1933, as amended (the “Securities Act”); or  (4)  transferred pursuant to an effective registration statement under the  Securities Act; or  (5)  transferred pursuant to and in compliance with Regulation S under the  Securities Act; or  





 






  DMFIRM #401898491 v4  (6)  transferred pursuant to another available exemption from the registration  requirements of the Securities Act of 1933, as amended.  Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced  by this certificate in the name of any person other than the registered Holder thereof; provided,  however, that if box (5) or (6) is checked, the Issuer may require, prior to registering any such  transfer of the Notes, in its sole discretion, such legal opinions, certifications and other  information as the Issuer may reasonably request to confirm that such transfer is being made  pursuant to an exemption from, or in a transaction not subject to, the registration requirements of  the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such  Act.     Signature  Signature Guarantee:       (Signature must be guaranteed) Signature  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,  savings and loan associations and credit unions with membership in an approved signature  guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.  TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.  The undersigned represents and warrants that it is purchasing this Note for its own account or an  account with respect to which it exercises sole investment discretion and that it and any such  account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities  Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A  and acknowledges that it has received such information regarding the Issuer as the undersigned  has requested pursuant to Rule 144A or has determined not to request such information and that  it is aware that the transferor is relying upon the undersigned’s foregoing representations in order  to claim the exemption from registration provided by Rule 144A.     Dated:    





 






  DMFIRM #401898491 v4  SCHEDULE A  [SCHEDULE OF ADJUSTMENTS]10    Date Adjustment Made  Principal  Amount  Increase  Principal  Amount  Decrease  Principal  Amount  Following  Adjustment  Notification  Made on  Behalf of the  Trustee                                                                                                  10 Insert in Global Notes only.  





 






  DMFIRM #401898491 v4  Exhibit A-3  [Face of Security]  EXELON CORPORATION  Certificate No. [●]  [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR  OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS  SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS  SET FORTH BELOW.   BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (I) IT IS A  “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE  SECURITIES ACT (“RULE 144A”)), OR (II) IT IS NOT A U.S. PERSON AS DEFINED IN  REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) AND IS  ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER,  SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE (THE  “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (OR SUCH  LONGER PERIOD AS IS REQUIRED TO COMPLY WITH THE SECURITIES ACT) IN THE  CASE OF RULE 144A NOTES, AND 40 DAYS IN THE CASE OF REGULATION S NOTES  AFTER THE ORIGINAL ISSUE DATE HEREOF, ONLY (A) TO THE COMPANY, THE  GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A  REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER  THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR  RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A  QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT  OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM  NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE  144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO  NON U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION  S IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE  SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE  COMPANY’S AND REGISTRAR’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR  TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION  SATISFACTORY TO THE COMPANY.  THIS LEGEND WILL BE REMOVED UPON THE  WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION  TERMINATION DATE.    [IN THE CASE OF THE REGULATION S GLOBAL NOTE:]  BY ITS ACQUISITION  HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR  





 






  DMFIRM #401898491 v4  IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS  SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION  S.  BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT  TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND  WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING  SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE  BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO  ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE  CODE OF 1986, AS AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD  “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE  BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A  GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT  ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,  “SIMILAR LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE  PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE  DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE  OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406  OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER  ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR  LAW.]11  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT  FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH  OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC  (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY  PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &  CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN  WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF  THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE  WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE  REVERSE HEREOF.]12                                                    11  Include in Transfer Restricted Notes.  12  Insert in Global Notes only.  





 






  DMFIRM #401898491 v4  EXELON CORPORATION  No. [Rule 144A][Reg S] — [●] $[●]  4.100% NOTES DUE 2052  CUSIP No. [144A: 30161NBF7][Reg S: U3002LAF9]  ISIN No. [144A: US30161NBF78][Reg S: USU3002LAF95]  Exelon Corporation, a Pennsylvania corporation (the “Company”), for value received,  hereby promises to pay to [CEDE & CO.]13, as nominee for The Depositary Trust Company, or  its registered assigns, the principal sum of $           Dollars ($) [or such greater or lesser amount  as is indicated on the Schedule of Adjustments attached hereto]14 on March 15, 2052, and to pay  interest thereon, as provided on the reverse hereof, until the principal and any unpaid and  accrued interest are paid or duly provided for.  Interest Payment Dates: March 15 and September 15 of each year, with the first payment  to be made on September 15, 2022.  Regular Record Dates: March 14 and September 14 (or if not a Business Day, the  immediately preceding Business Day).  The provisions on the back of this certificate are incorporated as if set forth on the face  hereof.                                                    13 Insert in Global Notes only.  14 Insert in Global Notes only.  





 






  [Signature page to 2052 Note]    IN WITNESS WHEREOF, EXELON CORPORATION has caused this instrument to be  duly signed.  EXELON CORPORATION  By:    Name: Ryan Brown   Title:  Assistant Treasurer       





 






  [Signature page to 2052 Note]    TRUSTEE’S CERTIFICATE OF AUTHENTICATION  This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.  The Bank of New York Mellon Trust  Company, N.A., as Trustee  By: _________________________________   Authorized Signatory    Dated:      





 






  DMFIRM #401898491 v4  [Reverse of Security]  EXELON CORPORATION  4.100% NOTES DUE 2052  1. Interest. Exelon Corporation, a Pennsylvania corporation (the “Company”),  promises to pay or cause to be paid interest on the principal amount of this Security at the rate  per annum shown above. The Company shall pay interest, payable semi-annually in arrears, on  March 15 and September 15 of each year, or if any such day is not a Business Day, on the next  succeeding Business Day, with the first payment to be made on September 15, 2022. Interest on  the Securities shall accrue from and include the date that the Securities are issued to and  excluding the date of maturity or redemption. Interest shall be computed on the basis of a 360- day year of twelve 30-day months.  In addition to the rights provided to Holders of the Securities under the Indenture,  Holders of Registrable Securities (as defined in the Registration Rights Agreement) shall have all  rights set forth in the Registration Rights Agreement, including the right to receive Additional  Interest pursuant to the Registration Rights Agreement in certain circumstances.  If applicable,  Additional Interest payable pursuant to the Registration Rights Agreement shall be paid to the  same Persons, in the same manner and at the same times as regular interest.  2. Maturity. The Securities will mature on March 15, 2052 (the “Maturity Date”).  3. Method of Payment. Except as provided in the Indenture (as defined below), the  Company shall pay interest on the Securities on the applicable Interest Payment Dates, as set  forth on the face of this security, to the persons who are holders of record of Securities at the  close of business on the immediately preceding Regular Record Date, as set forth on the face of  this Security. Holders must surrender Securities to a Paying Agent to collect the principal  amount. The Company shall pay, in money of the United States that at the time of payment is  legal tender for payment of public and private debts, all amounts due in cash with respect to the  Securities, which amounts shall be paid by wire transfer of immediately available funds to the  account designated by the Depositary for the Securities or its nominee.  4. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust  Company, N.A. (the “Trustee”), shall act as Paying Agent. The Company initially appoints the  Trustee as the Registrar. The Company may change any Paying Agent or Registrar without prior  notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity.  5. Indenture. The Company issued the Securities under the Indenture, dated as of  June 11, 2015 as amended by the First Supplemental Indenture, dated as of June 11, 2015, the  Second Supplemental Indenture, dated as of December 2, 2015, the Third Supplemental  Indenture, dated as of April 7, 2016, and the Fourth Supplemental Indenture, dated as of April 1,  2020 (the “Base Indenture”), among the Company and the Trustee, as supplemented by the Fifth  Supplemental Indenture, dated as of March 7, 2022 (the “Fifth Supplemental Indenture” and,  together with the Base Indenture, as supplemented, the “Indenture”), among the Company and  the Trustee. The terms of the Securities include those stated in the Indenture and those made part  of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa- 





 






  DMFIRM #401898491 v4  77bbbb), as amended and in effect from time to time (the “Trust Indenture Act”). The Securities  are subject to all such terms, and holders are referred to the Indenture and the Trust Indenture  Act for a statement of such terms. To the extent any provision of this Security conflicts with the  express provisions of the Indenture, the provisions of the Indenture shall govern and be  controlling. The Indenture does not limit the aggregate principal amount of Securities that may  be issued thereunder. Subject to the conditions set forth in the Indenture and without the consent  of the holders, the Company may issue additional Securities of the same series under the  Indenture. All Securities of the same series, including any such additional Securities, shall be  treated as a single class of securities under the Indenture. Terms used herein without definition  and that are defined in the Indenture have the meanings assigned to them in the Indenture.  6. Redemption. The Securities may be redeemed at the option of the Company as  set forth in Section 5 of the Fifth Supplemental Indenture.  7. Denominations, Transfer, Exchange. The Securities are in registered form in  minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The  provisions of Section 4 of the Fifth Supplemental Indenture (Transfer and Exchange) shall apply  to the Securities.  8. Persons Deemed Owners. The registered Holder of a Security shall be treated as  the owner of such Security for all purposes.  9. Amendments, Supplements and Waivers. The Indenture and the Securities may  be amended or supplemented as provided in the Indenture.  10. Defaults and Remedies. If an Event of Default with respect to the Securities shall  occur and be continuing, the principal of all the Securities may be declared due and payable in  the manner and with the effect provided in the Indenture.  The Indenture provides that no Holder of any Security of any series may enforce any  remedy with respect to such series under the Indenture unless (a) such Holder previously shall  have given to the Trustee written notice of an Event of Default, (b) the Holders of not less than  33% in aggregate principal amount of the Securities of such series then Outstanding (treated as a  single class) shall have made written request upon the Trustee to institute such action or  proceedings in its own name as Trustee and shall have offered to the Trustee such reasonable  indemnity as it may require against the costs, expenses and liabilities to be incurred therein or  thereby, (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity  shall have failed to institute any such action or proceeding, and (d) no direction inconsistent with  such written request shall have been given to the Trustee pursuant to Section 5.9 of the Base  Indenture; provided, however, that such provision shall not prevent the Holder hereof from  enforcing payment of the principal of or interest on this Security.  11. Discharge and Defeasance. The Indenture contains provisions for discharge and  for the defeasance of the entire indebtedness of this Security and certain restrictive covenants  upon compliance by the Company with certain conditions set forth therein.  





 






  DMFIRM #401898491 v4  12. Trustee Dealings with the Company. The Trustee, in its individual or any other  capacity, may make loans to, accept deposits from, and perform services for the Company or its  affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee.  13. No Recourse Against Others. A director, officer, employee, incorporator or  stockholder of the Company, as such, shall not have any liability for any obligations of the  Company under the Securities or the Indenture or for any claim based on, in respect of, or by  reason of, such obligations or their creation. Each Holder by accepting a Security waives and  releases all such liability. The waiver and release are part of the consideration for the issuance of  the Securities.  14. Authentication. This Security shall not be valid until authenticated by the manual  signature, facsimile signature, or Electronic Signature of the Trustee or an authenticating agent in  accordance with the Indenture.  15. Abbreviations. Customary abbreviations may be used in the name of a Holder or  an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),  JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=  Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).  16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the  Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and  ISIN numbers to be printed on the Securities and the Company and the Trustee may use CUSIP  and ISIN numbers in notices of redemption as a convenience to Holders. No representation is  made as to the accuracy of such numbers either as printed on the Securities or as contained in  any notice of redemption and reliance may be placed only on the other identification numbers  placed thereon.  17. Governing Law. This Security and the Indenture shall be governed by and  construed in accordance with the laws of the State of New York, without regard to conflict of  laws principles thereunder, except to the extent that the law of any other jurisdiction shall be  mandatorily applicable.  18. Waiver of Jury Trial. EACH OF THE COMPANY, EACH HOLDER AND  THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN  ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY, THE  INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.  THE COMPANY SHALL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST  AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR ANY RELEVANT  SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO THE REGISTERED  OFFICE OF THE COMPANY.   





 






  DMFIRM #401898491 v4  ASSIGNMENT FORM  To assign this Note, fill in the form below:  I or we assign and transfer this Note to:     (Print or type assignee’s name, address and zip code)     (Insert assignee’s social security or tax I.D. No.)  and irrevocably appoint ___________ agent to transfer this Note on the books of the Issuer.  The  agent may substitute another to act for him.  Date: Your Signature:   Signature Guarantee:     (Signature must be guaranteed)     Sign exactly as your name appears on the other side of this Note.  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,  savings and loan associations and credit unions with membership in an approved signature  guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.  The undersigned hereby certifies that it  is /  is not an Affiliate of the Issuer and that, to its  knowledge, the proposed transferee  is /  is not an Affiliate of the Issuer.  In connection with any transfer or exchange of any of the Notes evidenced by this certificate  occurring prior to the date that is one year after the later of the date of original issuance of such  Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of  the Issuer, the undersigned confirms that such Notes are being:  CHECK ONE BOX BELOW:  (1)  acquired for the undersigned’s own account, without transfer; or  (2)  transferred to the Issuer; or  (3)  transferred pursuant to and in compliance with Rule 144A under the  Securities Act of 1933, as amended (the “Securities Act”); or  (4)  transferred pursuant to an effective registration statement under the  Securities Act; or  (5)  transferred pursuant to and in compliance with Regulation S under the  Securities Act; or  





 






  DMFIRM #401898491 v4  (6)  transferred pursuant to another available exemption from the registration  requirements of the Securities Act of 1933, as amended.  Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced  by this certificate in the name of any person other than the registered Holder thereof; provided,  however, that if box (5) or (6) is checked, the Issuer may require, prior to registering any such  transfer of the Notes, in its sole discretion, such legal opinions, certifications and other  information as the Issuer may reasonably request to confirm that such transfer is being made  pursuant to an exemption from, or in a transaction not subject to, the registration requirements of  the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such  Act.     Signature  Signature Guarantee:       (Signature must be guaranteed) Signature  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,  savings and loan associations and credit unions with membership in an approved signature  guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.  TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.  The undersigned represents and warrants that it is purchasing this Note for its own account or an  account with respect to which it exercises sole investment discretion and that it and any such  account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities  Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A  and acknowledges that it has received such information regarding the Issuer as the undersigned  has requested pursuant to Rule 144A or has determined not to request such information and that  it is aware that the transferor is relying upon the undersigned’s foregoing representations in order  to claim the exemption from registration provided by Rule 144A.     Dated:    





 






  DMFIRM #401898491 v4  SCHEDULE A  [SCHEDULE OF ADJUSTMENTS]15    Date Adjustment Made  Principal  Amount  Increase  Principal  Amount  Decrease  Principal  Amount  Following  Adjustment  Notification  Made on  Behalf of the  Trustee                                                                                                  15 Insert in Global Notes only.