0001193125-08-163933 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between EXELON CORPORATION and JOHN W. ROWE
Employment Agreement • August 1st, 2008 • Exelon Generation Co LLC • Electric services • Illinois

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of July 29, 2008, by and between Exelon Corporation (“Exelon” or the “Company”) and John W. Rowe (“Executive”), amends and restates that certain employment agreement dated as of March 10, 1998 by and between Executive (on the one hand) and Unicom Corporation and Commonwealth Edison Company (on the other), as amended and restated from time to time prior to the date hereof (the “Prior Agreement”). The Prior Agreement was most recently amended and restated prior to the date hereof as of July 22, 2005.

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EXELON CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 1st, 2008 • Exelon Generation Co LLC • Electric services • Pennsylvania

Exelon Corporation, a Pennsylvania corporation (the “Company”), hereby grants to (the “Holder”) as of , 200 (the “Grant Date”), pursuant to the provisions of the Exelon Corporation 2006 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award) of thousand ( ,000) shares of the Company’s Common Stock, without par value (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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