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Approved by Exelon Board of Directors 06-27-06

LEGAL AND REGULATORY COMPLIANCE

Senior Officers

In addition to all other provisions of the Code, Exelon’s Chief Executive Officer, Chief Financial Officer and other senior officers

must adhere to and advocate certain principles in connection with discharging their responsibilities:

Main Obligations

In order for these executives to be effective in meeting these principles, all employees must act with the same high regard for fairness,

honesty, accuracy and good faith.

Insider Trading or Dealing and Stock Tipping

Exelon is committed to fair and open markets for buying and selling its public securities. Federal law prohibits employees from

buying or selling any Company equity or debt security based on material information obtained in the course of employment if the

information is not available to the general public (“Inside Information”). Material information is information (whether favorable or

unfavorable) that a reasonable investor would consider important in deciding whether to buy, sell or hold a security of the Company.

Exelon’s policy requires full compliance with applicable laws and avoiding even the appearance of insider trading, insider dealing or

tipping.

•

Act honestly and ethically, including the ethical handling of actual or apparent conflicts of interest between their personal

(including those of family members) and professional relationships

•

Establish an environment in the workplace that promotes honest and ethical behavior

•

Make full, fair, accurate, timely and understandable disclosure in reports and documents that the Company or any

subsidiary files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications

made by the Company

•

Ensure that the internal controls around financial reporting are properly designed and effective in compliance with the

Sarbanes-Oxley Act of 2002 and other applicable laws and regulations

•

Comply with applicable governmental laws, rules and regulations

•

Promote accountability for adherence to the Code, including these provisions, and uniformly administer the Code so as to

deter wrongdoing

•

Make prompt internal reporting of violations of these requirements to Exelon’s Ethics and Compliance Counsel or other

legal counsel