EXELON CORPORATION SENIOR MANAGEMENT SEVERANCE PLAN

1.

PURPOSE OF THE PLAN

2.

ELIGIBILITY

2.1.

Eligibility in General . Subject to the remaining provisions of this Section 2.1, eligibility to participate in the Plan is limited to each employee of the Company whose position is in Salary Band E09 (or equivalent executive grade) or above (an “ Executive ”) who executes and returns to the Company by the later of 90 days after becoming an Executive, or 90 days after delivery thereof to the Executive, non-competition, non-solicitation, confidential information and intellectual property covenants (“ Restrictive Covenants ”) which are acceptable to Exelon and are either substantially in the form attached hereto and made a part hereof as Exhibit I (as may be modified from time to time by Exelon in its sole discretion) or set forth in another agreement between the Company and the Executive. Notwithstanding any provision of the Plan to the contrary, eligibility for benefits under the Plan shall be subject to the provisions of any agreement (including but not limited to an offer of employment or grant instrument) between an Executive and the Company providing that that such Executive would be ineligible for (or waives) all or a portion of the benefits under the Plan or “change in control” benefits in the event of a termination of employment, or under which the Executive had agreed, prior to the Applicable Trigger Date, to terminate his or her employment. In addition, no Participant shall be entitled to any material enhancement to the separation benefits provided under the Plan without the written approval of the Chief Executive Officer of Exelon and the consent of the Chairman of the Compensation Committee of Exelon’s Board of Directors.

2.2.

Eligibility Under Section 4 . Subject to Section 2.1, each Executive shall be eligible for the benefits provided under Section 4 hereof in the event such Executive has a Termination of Employment; provided, however, that any Executive whose Termination of Employment is covered under Section 5 hereof

or a change in control agreement entered into between such Executive and the Company (an “ Individual Change in Control Agreement ”) shall not be eligible for benefits under Section 4, except as expressly provided in Section 5 or such Individual Change in Control Agreement (which expressly refers to the benefits under Section 4 of this Plan).

2.3.

Eligibility Under Section 5 . Eligibility for the benefits provided under Section 5 hereof due to a Termination of Employment during a Post-Change Period or an Imminent Control Change Period shall be subject to Section 2.1, and shall be limited to persons who are Executives immediately prior to the Applicable Trigger Date and who are not subject to Individual Change in Control Agreements.

3.

PARTICIPATION

4.

BENEFITS

4.1.

Severance Pay .

(a)

In General . Each Participant other than a Participant described in Section 4.1(b) shall receive severance pay at a monthly rate equal to  ¹ / 12 of the sum of (a) the Participant’s annual base salary in effect as of the date of Termination of Employment, plus (b) the Severance Incentive. Subject to Section 13.13 below, payment shall be made in regular payroll installments for the duration of the applicable Salary Continuation Period, as indicated below, commencing no later than the second paydate which occurs after the Participant’s Termination Date, but in no event earlier than eight days after the date the Participant returns an executed Waiver and Release to the Plan Administrator. Payment will be made in accordance with the Company’s normal payroll practices, net of applicable taxes and other deductions.

(b)

Participants Employed for Less Than Two Years . Each Participant who has been continuously employed by the Company for less than twenty-four months as of the Participant’s Termination Date shall receive severance pay at a monthly rate equal to  ¹ / 12 of the Participant’s annual base salary in effect as of the Termination Date. Subject to paragraph (c) below, payment shall be made in regular payroll installments for the duration of the applicable Salary Continuation Period, as indicated below, commencing no later than the second paydate which occurs after the Participant’s Termination Date, but in no event earlier than eight days after the date the Participant returns an executed Waiver and Release to the Plan Administrator. Payment will be made in accordance with the Company’s normal payroll practices, net of applicable taxes and other deductions.

4.2.

Annual Incentive Awards . Effective with respect to Termination Dates occurring on or after January 1, 2008, each Participant shall receive an Annual Incentive which shall be prorated by multiplying the amount of such Annual Incentive by a fraction the numerator of which is the number of days elapsed during such calendar year as of the Participant’s Termination Date and the number of days in the calendar year in which Termination Date occurs. Payment of Annual Incentives under this Section 4.2 shall be made in a lump sum net of applicable taxes and other deductions at the time awards under the Exelon Corporation Annual Incentive Award Plan are paid to active employees for such performance period (but not later than March 15 of the year following the last day of such performance period), and shall be considered a “short-term deferral” within the meaning of Section 409A of the Code.

4.3.

Stock Options . No Participant shall be entitled to participate in any new grants of Stock Options (as defined in Section 5.1(b)) made after such Participant’s notification of his or her Termination of Employment. Except as provided below,

any Stock Options previously granted to the Participant shall be exercisable only to the extent such Stock Options are exercisable as of the date of such Participant’s Termination Date and shall thereafter be exercised in accordance with the provisions of the LTIP. Stock Options which remain unexercisable as of the Participant’s Termination Date shall be forfeited. Notwithstanding the preceding, if, as of the Participant’s Termination Date, such Participant has attained at least age 50 and completed at least 10 years of service as defined under the tax-qualified defined benefit plan maintained by Exelon in which the Executive is a participant (the “ Pension Plan ”) (or who, pursuant to the terms of an offer of employment or employment agreement or under any provision of the Pension Plan or SERP, is credited with a number of additional years of age and/or service that would enable such Participant to satisfy the above eligibility requirements), then any Stock Options granted to such Participant which have not become exercisable prior to the Participant’s Termination Date shall (i) become fully vested, and (ii) remain exercisable until the fifth anniversary of the Termination Date or, if earlier, the option expiration date, provided that this Section 4.3 shall not limit the right of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to the terms of the LTIP.

4.4.

Other LTIP Awards . Awards of Performance Shares and/or Restricted Stock (as defined in Sections 5.1(c) and 5.1(d), respectively) shall be payable to a Participant solely to the extent provided under the terms of such Awards; provided, however, that to the extent the Company determines that a Participant is a Specified Employee and that any such payment is deferred compensation, each within the meaning of Section 409A of the Code, such payment shall not be made prior to the earlier to occur of (i) the six-month anniversary of the Termination Date or (ii) the date of the Participant’s death.

4.5.

Health Care Coverage . During the Salary Continuation Period, a Participant (and his or her dependents) shall be eligible to participate in the health care plans under which he or she was covered immediately prior to his or her Termination of Employment, in accordance with and subject to the terms and conditions of such plans as in effect from time to time. The Participant’s out of pocket costs (including premiums, deductibles and co-payments) for such coverage shall be the same as that in effect from time to time for active peer employees during such period. Coverage under this Paragraph 4.5 shall be provided for the duration of the Salary Continuation Period in lieu of continuation coverage under Section 4980B of the Code and Section 601 to 609 of ERISA (“ COBRA ”) for the same period. At the end of the Salary Continuation Period, COBRA continuation coverage may be elected for the remaining balance of the statutory coverage period, if any; provided, however that a Participant who, as of the last day of the Salary Continuation Period, has attained at least age 50 and completed at least 10 years of service (or who has completed such other age and service requirement then in effect under the Exelon Corporation Severance Benefit Plan or any successor plan as of the relevant time set forth in such plan) under the terms of the Pension Plan (or who, pursuant to the terms of an offer of employment or employment agreement or under any provision of the Pension Plan or SERP, is credited with a number of additional years of age and/or service that would enable

such Participant to satisfy the above eligibility requirements) shall be entitled to elect retiree health coverage under the Company’s health care plans on the same terms and subject to the same conditions as in effect from time to time for active peer employees who have completed 10 years of service after attaining age 45.

4.6.

SERP / Other Deferred Compensation . For purposes of the Participant’s SERP benefit, the Salary Continuation Period shall be taken into account as service solely for purposes of determining whether the Participant is vested (i.e., 5 years of service) and, to the extent relevant under the Pension Plan covering the Participant, the amount of the Participant’s regular accrued benefit, but not for purposes of determining eligibility for early retirement benefits (including any social security supplement) or any other purpose. In determining the amount of the Participant’s vested benefit, if any, the severance payments made under Section 4.1 shall be taken into account as if such payments were normal base salary and incentive payments. Payment shall be made in accordance with the SERP and the Participant’s distribution election in effect thereunder as of the Termination Date (or, if no affirmative election is in effect as of such date, the default election applicable to the Participant). All amounts previously deferred by, or accrued to the benefit of, such Participant under the Exelon Corporation Deferred Compensation Plan, the Exelon Corporation Stock Deferral Plan shall, to the extent vested, be paid in accordance with the Participant’s distribution election in effect thereunder as of the Termination Date (or, if no affirmative election is in effect as of such date, the default election applicable to the Participant).

4.7.

Life Insurance and Disability Coverage . A Participant shall be eligible for continued coverage under the applicable life insurance and long term disability plans sponsored by the Company (or other equivalent coverage or benefits) shall be extended to each Participant through the last day of the Salary Continuation Period applicable to such Participant on the same terms and subject to the same terms and conditions as are applicable to active peer employees (including, without limitation, submission of proof by an Executive who seeks long term disability benefits that such Executive would have satisfied the conditions for such benefits had the Executive been an employee during the Salary Continuation Period and terminated employment on or before the last day of such period).

4.8.

Executive Perquisites . Executive perquisites shall terminate effective as of the Participant’s Termination Date, and any Company-owned property shall be required to be returned to the Company no later than such date.

4.9.

Outplacement Services . Each Participant shall be entitled to outplacement services at the expense of the Company for twelve months and subject to such terms and conditions as the Plan Administrator, in its sole discretion, determines are appropriate. No cash shall be paid in lieu of such fees and costs.

4.10.

Restrictions on In-Kind Benefits . The in-kind benefits provided under each of Sections 4.5, 4.7 and 4.8 during any calendar year shall not affect the benefits to be provided under such section in any subsequent calendar year. The right to such benefits shall not be subject to liquidation or exchange for any other benefit

4.11.

Other Coverage . Notwithstanding the foregoing, if such Participant is eligible to obtain a specific type of coverage under welfare plan(s) sponsored by another employer of such Participant (e.g. medical, prescription, vision, dental, disability, individual life insurance benefits, group life insurance benefits, but excluding for the purposes of this sentence retiree benefits if such Participant is so eligible), then the Company shall not be obligated to provide any such specific type of coverage. The Participant shall promptly notify the Plan Administrator of any such coverage.

5.

CHANGE IN CONTROL BENEFITS

5.1.

Termination During a Post-Change Period . If, during a Post-Change Period, an eligible Executive has a Termination of Employment and becomes a Participant, the Company’s sole obligations under Section 4 and Sections 5.1 and 5.2 shall be as set forth in this Section 5.1 (subject to Sections 5.3, 5.5, 5.6 and 5.7).

(a)

Severance Payments . The Company shall pay or provide (or cause to be provided) to such Participant, according to the payment terms set forth in Section 5.3 below, the following:

(i)

Annual Incentive for Year of Termination . An amount equal to the Annual Incentive applicable to such Participant under the Incentive Plan for the performance period in which the Termination Date occurs;

(ii)

Deferred Compensation and Non-Qualified Defined Contribution Plans . All amounts previously deferred by, or accrued to the benefit of, such Participant under the Exelon Corporation Deferred Compensation Plan, the Exelon Corporation Stock Deferral Plan, any successor of either of them, or under any other non-qualified defined contribution or deferred compensation plan of the Company, whether vested or non-vested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company and are not provided under the terms of any such non-qualified plan;

(iii)

SERP Enhancement . An amount payable under the SERP equal to the positive difference, if any, between:

(1)

the lump sum value of such Participant’s benefit, if any, under the SERP, calculated as if such Participant had:

(a)

become fully vested in all Pension Plan and SERP benefits,

(b)

to the extent age is relevant under the Pension Plan covering the Participant, attained as of the Termination Date an age that is two years greater than such Participant’s actual age and that includes the number of years of age credited to such Participant pursuant to any other agreement between the Company and such Participant,

(c)

to the extent service is relevant under the Pension Plan covering the Participant, accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to - but not commencement of - early retirement benefits, and all other purposes of the Pension Plan and SERP) that is two years greater than the number of years of service actually accrued by such Participant as of the Termination Date and that includes the number of years of service credited to such Participant pursuant to any other agreement between the Company and such Participant, and

(d)

received the severance benefits specified in Sections 5.1(a)(i) and 5.1(a)(v) as covered compensation in regular installments during the Severance Period, minus

(2)

the aggregate amounts paid or payable to such Participant under the SERP;

(iv)

Non-vested Benefits Under Pension Plan . An amount equal to the actuarial equivalent present value of any non-vested portion of such Participant’s accrued benefit or cash balance account (as applicable) under the Pension Plan as of the Termination Date and forfeited by such Participant by reason of the Termination of Employment; and

(v)

Multiple of Salary and Severance Incentive . An amount equal to two (2) times the sum of (x) the Participant’s Base Salary plus (y) the Severance Incentive, net of applicable taxes and other deductions.

(b)

Stock Options . Each of such Participant’s stock options granted under the LTIP (“ Stock Options ”) shall (i) become fully vested, and (ii) remain

exercisable until the fifth anniversary of the Termination Date or, if earlier, the expiration date of any such Stock Option, provided that this Section 5.1(b) shall not limit the right of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to the terms of the LTIP.

(c)

Performance Share Vesting . On the Termination Date, all of the performance share units granted to such Participant under the Exelon Performance Share Program under the LTIP or awards granted in lieu thereof to an executive of Commonwealth Edison Company (“ Performance Shares ”) to the extent earned by and awarded to such Participant (i.e. as to which the applicable performance cycle has elapsed) as of the Termination Date, shall become fully vested at the actual level earned and awarded, and, to the extent not yet earned by and awarded to such Participant (i.e. as to which the current performance cycle has not elapsed) as of the Termination Date, shall become fully vested at the earned level determined as of the last day of the applicable performance cycle.

(d)

Other Restricted Stock . All forfeiture conditions that as of the Termination Date are applicable to any restricted stock or restricted stock units awarded to such Participant by Exelon other than under the Exelon Performance Share Program under the LTIP (“ Restricted Stock ”) shall (except as expressly provided to the contrary in the applicable awards) lapse immediately and all such awards will become fully vested.

(e)

Continuation of Welfare Benefits . During the Severance Period, the Executive and the Executive’s dependents shall be eligible for participation in the Company’s welfare plans, including medical, prescription, dental, disability, employee life, group life and accidental death benefits but excluding any severance pay (“ Welfare Plans ”) that covered the Participant or such Participant’s dependents prior to such Participant’s Termination of Employment, in accordance with the terms and conditions of such plans. Such provision of welfare benefits shall be subject to the following:

(i)

In determining benefits applicable under such Welfare Plans, such Participant’s annual compensation attributable to base salary and incentives for any plan year or calendar year, as applicable, shall be deemed to be not less than such Participant’s Base Salary and annual incentive for the year in which the Termination Date occurs.

(ii)

The cost of such welfare benefits to such Participant and dependents under this Section 5.1(e) shall not exceed the cost of such benefits to peer executives who are actively employed during the Severance Period.

(iii)

Such Participant’s rights under this Section 5.1(e) shall be in addition to and not in lieu of any post-termination continuation coverage or conversion rights such Participant may have pursuant to applicable law, including, without limitation, continuation coverage required by COBRA.

(iv)

If such Participant has, as of the last day of the Severance Period, attained age 50 and completed at least 10 years of service with the Company, such Participant shall be entitled to the retiree benefits provided under any Welfare Plan of the Company; provided, however, that for purposes hereof, any years of age and/or credited service granted to such Participant in any other plan or agreement between such Participant and the Company shall be taken into account. For purposes of determining eligibility for (but not the time of commencement of) such retiree benefits, such Participant shall also be considered (1) to have remained employed until the last day of the Severance Period and to have retired on the last day of such period, and (2) to have attained at least the age such Participant would have attained on the last day of the Severance Period.

(f)

Outplacement . To the extent actually incurred by such Participant, the Company shall pay or cause to be paid on behalf of such Participant, as incurred, all reasonable fees and costs charged by a nationally recognized outplacement firm selected by such Participant for outplacement services provided for up to 12 months after the Termination Date. No cash shall be paid in lieu of such fees and costs.

(g)

Indemnification . Such Participant shall be indemnified and held harmless by the Company to the greatest extent permitted under applicable law and the Company’s by-laws if such Participant was, is, or is threatened to be, made a party to any pending, completed or threatened action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding brought by a third party (and not by or on behalf of the Company or its shareholders) whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that such Participant is or was, or had agreed to become, a director, officer, employee, agent, or fiduciary of the Company any other entity which such Participant is or was serving at the request of

the Company (“ Proceeding ”), against all expenses (including all reasonable attorneys’ fees) and all claims, damages, liabilities and losses incurred or suffered by such Participant or to which such Participant may become subject for any reason; provided, that the Participant provides the Company written notice of any such Proceeding promptly after receipt and such that the Company’s ability to defend shall not be prejudiced in any fashion and the Company shall have the right to direct the defense, approve any settlement and shall not be required to indemnify the Participant in connection with any proceeding initiated by the Participant, including a counterclaim or crossclaim, unless such proceeding was authorized by the Company, and that the Participant fully cooperates in the investigation and defense of such Proceeding.

(h)

Directors’ and Officers’ Liability Insurance . For a period of six years after the Termination Date, the Company shall provide such Participant with coverage under a directors’ and officers’ liability insurance policy in an amount no less than, and on terms no less favorable than, those provided to peer executives of the Company from time to time.

5.2.

Termination During an Imminent Control Change Period . If, during an Imminent Control Change Period, a Participant has a Termination of Employment, then such Participant shall receive benefits at the time and in the manner provided in Section 4 and the Company’s sole obligations to such Participant under Sections 5.1 and 5.2 shall be as set forth in this Section 5.2 (and subject to Sections 5.3, 5.5, 5.6 and 5.7). The Company’s obligations to such Participant under this Section 5.2 shall in all events be reduced by any amounts or benefits paid or provided pursuant to Section 4.

(a)

Cash Severance Payments . If the Imminent Control Change Period culminates in a Change Date, the Company shall pay (or cause to be paid) to such Participant the amounts described in Section 5.1(a)(i) through (v). Such amounts shall be paid to such Participant as described in Section 5.3, provided that amounts that would have been paid prior to the Change Date shall be paid in a lump sum (without interest) within 30 business days after the Change Date.

(b)

Vested Stock Options . Such Participant’s Stock Options, to the extent vested on the Termination Date,

(i)

will not expire (unless such Stock Options would have expired had such Participant remained an employee of the Company) during the Imminent Control Change Period; and

(ii)

will continue to be exercisable after the Termination Date to the extent provided in the applicable grant agreement or the LTIP, and thereafter such Stock Options shall not be exercisable during the Imminent Control Change Period.

(c)

Non-vested Stock Options . Such Participant’s Stock Options that are not vested on the Termination Date:

(i)

will not expire (unless such Stock Options would have expired had such Participant remained an employee of the Company) during the Imminent Control Change Period; and

(ii)

will not continue to vest and will not be exercisable during the Imminent Control Change Period.

(d)

Performance Shares . Such Participant’s Performance Shares granted under the Exelon Performance Share Program under the LTIP will not be forfeited during the Imminent Control Change Period, and will not continue to vest during the Imminent Control Change Period. If the Imminent Control Change lapses without a Change Date, such Performance Shares shall be governed according to the terms of Section 4. If the Imminent Control Change Period culminates in a Change Date:

(i)

All Performance Shares granted to such Participant under the Exelon Performance Share Program under the LTIP, which, as of the Termination Date, have been earned by and awarded to such Participant, shall become fully vested at the actual earned level on the Change Date, and

(ii)

All of the Performance Shares granted to such Participant under the Exelon Performance Share Program under the LTIP which, as of the Termination Date, have not been earned by and awarded to such Participant shall become fully vested on the Change Date at the actual earned level as of the last day of the applicable performance cycle.

(e)

Restricted Stock . Such Participant’s non-vested Restricted Stock will:

(i)

not be forfeited during the Imminent Control Change Period; and

(ii)

not continue to vest during the Imminent Control Change Period.

(f)

Continuation of Welfare Benefits . The Participant and the Participant’s dependents shall be eligible for welfare benefits (other than any severance pay that may be considered a welfare benefit) in accordance with the terms and conditions of the applicable plans during the Imminent Control Change Period, to the same extent as if such Participant had remained employed during such period, subject to the following:

(i)

in determining benefits applicable under such Welfare Plans, such Participant’s annual compensation attributable to base salary and incentives for any plan year or calendar year, as applicable, shall be deemed to be not less than such Participant’s Base Salary and annual incentive for the year in which the Termination Date occurs;

(ii)

the cost of such welfare benefits to such Participant and dependents under this Section 5.2(f) shall not exceed the cost of such benefits to peer executives who are actively employed by the Company during the Imminent Control Change Period; and

(iii)

such Participant’s rights under this Section 5.2(f) shall be in addition to and not in lieu of any post-termination continuation coverage or conversion rights such Participant may have pursuant to applicable law, including, without limitation, continuation coverage required by COBRA.

(g)

Indemnification . Such Participant shall be indemnified and held harmless by the Company to the same extent as provided in Section 5.1(g), but only during the Imminent Control Change Period (or greater period provided under the Company’s by-laws) if the Imminent Control Change Period lapses without a Change Date.

(h)

Termination During an Imminent Control Change Period: Directors’ and Officers’ Liability Insurance . The Company shall provide the same level of directors’ and officers’ liability insurance for such Participant as provided in Section 5.1(h), but only during the Imminent Control Change Period (or greater period provided under the Company’s by-laws) if the Imminent Control Change Period lapses without a Change Date.

5.3.

Timing of Severance Payments . Unless otherwise specified herein, the Accrued Obligations and the amount described in Section 5.1(a)(i) shall be paid within 30 business days of the Termination Date (or eight days after the date on which the Participant executes and returns a Waiver and Release, if later), and such amounts shall be considered “short-term deferrals” within the meaning of Section 409A of the Code. The amounts described in Sections 5.1(a)(ii), (iii) and (iv) shall be paid in accordance with the applicable deferred compensation plan or the SERP and the Participant’s distribution election thereunder as of the Termination Date (or, if no affirmative election is in effect as of such date, the default election in effect with respect to the Participant as of such date). Subject to Section 13.13, the severance payments described in Section 5.1(a)(v) shall be paid during the

Severance Period, beginning no later than the second paydate which occurs after the Termination Date (or eight days after the date on which the Participant executes and returns a Waiver and Release, if later), in periodic payments to a Participant according to the Company’s normal payroll practices at a monthly rate equal to 1/12 of the sum of (i) such Participant’s Base Salary plus (ii) the Severance Incentive. The in-kind benefits and reimbursements provided under each of Sections 5.1(e), 5.1(h), 5.2(f) and 5.2(h) during any calendar year shall not affect the benefits or reimbursements to be provided under such section in any subsequent calendar year. The right to such benefits and reimbursements shall not be subject to liquidation or exchange for any other benefit.

5.4.

Other Terminations of Employment by the Company or a Participant .

(a)

Obligations . If, during a Post-Change Period or an Imminent Control Change Period, (i) the Company terminates an eligible Executive’s employment for Cause (or causes a Participant to be terminated for Cause) (“ Cause Termination ”) or disability (as determined by the Plan Administrator in good faith), (ii) an Executive elects to retire or otherwise terminate employment other than for Good Reason, disability or death, or (iii) an eligible Executive’s employment terminates on account of death, the Company shall have no obligations to such Executive under Section 5. The remaining applicable provisions of this Plan (including the Restrictive Covenants) shall continue to apply.

(b)

Procedural Requirements . The Company shall strictly observe or cause to be strictly observed each of the following procedures in connection with any Cause Termination during a Post-Change Period or an Imminent Control Change Period: an eligible Executive’s termination of employment shall not be deemed to be for Cause under this Section 5.4 unless and until there shall have been delivered to such Executive a written notice of the determination of the Chief Executive Officer of the Executive’s employer (“ CEO ”) (after reasonable written notice of such consideration by the CEO of acts or omissions alleged to constitute Cause is provided to such Executive and such Executive is given an opportunity to present a written response to the CEO regarding such allegations), finding that, in his or her good faith opinion, such Executive’s acts, or failure to act, constitutes Cause and specifying the particulars thereof in detail.

5.5.

Sole and Exclusive Obligat