EXELON CORP

Appendix A

Amendments to the Amended and Restated Articles of Incorporation of Exelon Corporation (the “Charter”) to Implement Procedures Relating to a Special Meeting Request Right

If our shareholders approve Proposal 4, the Company intends to file with the Pennsylvania Secretary of State the documents necessary to amend Section 432 of Article IV and Section 502 of Article V of the Charter as follows (with additions shown in underlined text and deletions shown in text that has been struck through):

Section 432. Special Meeting of Shareholders. Except as otherwise provided by law or in the express terms of any class or series of shares, or in any contract, warrant, or other instrument issued by the Corporation, no holder of shares of the Corporation shall be entitled, as such, as a matter of right to call a special meeting of the shareholders.

Section 432. Special Meetings. A special meeting of shareholders of the Corporation may be called at any time by shareholders entitled to cast at least 25 percent of the votes that all voting shareholders, voting as a single class, are entitled to cast at the particular special meeting. The procedure to be followed by shareholders in calling a special meeting and the methodology for determining the percentage of votes entitled to be cast by the shareholders seeking to call a special meeting (including without limitation any minimum holding periods or other limitations or conditions) shall be as set forth in the Corporation’s bylaws.

Section 502. Annual Election of Directors. The board of directors of the Corporation shall not be classified in respect of the time for which they shall hold office. Except as otherwise provided in the express terms of any class or series of Preferred Stock with respect to the election of directors upon the occurrence of a default in the payment of dividends or in the performance of another express requirement of the terms of such Preferred Stock, from and after the 2008 annual meeting of the shareholders, the directors of the Corporation shall be elected at each annual meeting of the shareholders for a one-year term expiring at the next annual meeting of the shareholders; provided that any director who was elected prior to the 2008 annual meeting of the shareholders for a term that extends until after the 2008 annual meeting of shareholders shall not be required to stand for election, and shall continue as a director, until the annual meeting at which the director’s term expires.