0001193125-15-392796 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 2nd, 2015 • Exelon Corp • Electric & other services combined • New York

Exelon Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), proposes to issue its 3.950% Notes due 2025, 4.950% Notes due 2035 and 5.100% Notes due 2045 upon the terms set forth in the Dealer-Manager Agreement (as defined herein). Accordingly, as an inducement for the Dealer-Managers (as defined herein) to enter into the Dealer-Manager Agreement, the Company agrees with the Dealer-Managers for the benefit of Holders (as defined herein) as follows:

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 2nd, 2015 • Exelon Corp • Electric & other services combined • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 2, 2015 (this “Supplemental Indenture”), is between EXELON CORPORATION, a Pennsylvania corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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