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An individual who is not a Participant as of January 1, 2006 shall not be a Participant at any time.

4. Section 4.4 of the Plan is amended by adding the following new sentence immediately after the first sentence

contained therein:

In addition to distributing the Policy to the Participant, a payment shall be made in an amount (the “Gross-Up

Payment”) such that after payment by the Participant’s Beneficiary of all taxes on income attributable to the

distribution of the Policy, including, without limitation, any income taxes imposed upon the Gross-Up Payment, the

Participant retains an amount of the Gross-Up Payment equal to all incomes taxes imposed upon the income

attributable to the distribution of the Policy.

IN WITNESS WHEREOF, Exelon Corporation has caused this Amendment to be executed by its duly authorized officer

on this day of , 2006.

EXELON CORPORATION

By:

Title:

Attest: