Exelon Corp – ‘S-8’ on 11/13/00

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     54K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 7: EX-4.11     Second Amendment to the Unicom Corp 1996               2     10K 
 8: EX-4.12     Unicom Corp Retirement Plan for Directors             16     32K 
 9: EX-4.13     Commonwealth Edison Company Retirement                14     31K 
10: EX-4.15     Amendment Nos. 1-6 to Commonwealth Edison Plans       18     59K 
 2: EX-4.2      Peco Energy Deferred Compensation                     22     51K 
 3: EX-4.3      Peco Energy Company Management Group                  16     40K 
 4: EX-4.4      Peco Energy Company Unfunded Deferred                  6     19K 
 5: EX-4.8      First Amendment to the Unicom Corp Amended             1      8K 
 6: EX-4.9      Second Amendment to the Unicom Corp Amended            2     11K 
11: EX-5.1      Opinion of Ballard Spahr Andrews & Ingersoll           3     15K 
12: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      8K 
13: EX-23.2     Consent of Arthur Andersen LLP                         1      8K 
14: EX-24.1     Powers of Attorney                                    15     33K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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       As filed with the Securities and Exchange Commission on November 13, 2000
                                                           Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 
_______________________ 

FORM S-8
REGISTRATION STATEMENT
Under 
THE SECURITIES ACT OF 1933
___________________ 

EXELON CORPORATION
(Exact name of registrant as specified in its charter)  

                                                                [Download Table]
                                                                                   
                 Pennsylvania                              23-2990190              
(State or Other Jurisdiction of Incorporation  (I.R.S. Employer Identification No.)
               or Organization)                                                    

37/th/ Floor, 10 South Dearborn Street  
Post Office Box A-3005  
Chicago, Illinois 60690-3005  
(312) 394-4321  
(address of Registrant's principal executive offices) 

PECO Energy Company Deferred Compensation and Supplemental Pension Plan;  
PECO Energy Company Management Group Deferred Compensation and Supplemental   
Pension Plan; 
PECO Energy Company Unfunded Deferred Compensation Plan for Directors;  
Exelon Corporation 1989 Long Term Incentive Plan; 
PECO Energy Company Employee Savings Plan;
Unicom Corporation Amended and Restated Long Term Incentive Plan; 
Unicom Corporation 1996 Directors' Fee Plan;
Unicom Corporation Retirement Plan for Directors; 
Commonwealth Edison Company Retirement Plan for Directors;
Commonwealth Edison Employee Savings and Investment Plan  
(Full title of the plans) 

RUTH ANN M. GILLIS  
Senior Vice President and Chief Financial Officer 
Exelon Corporation  
37/th/ Floor, 10 South Dearborn Street  
Chicago, Illinois 60690-3005  
(312) 394-4321  
(Name and address of agent for service) 

                                                        [Enlarge/Download Table]

                                                 CALCULATION OF REGISTRATION FEE                                                  
===============================================================================================================================   
        Title of securities                               Amount to be   Proposed maximum Proposed maximum  Amount of             
          to be registered                                registered     Offering price   Aggregate         registration fee      
                                                                         per share        offering price                          
--------------------------------------------------------------------------------------------------------------------------------  
                                                                                                                                  

Common Stock, no par value (1)                         18,290,000(1)    $55.97(2)        $1,023,691,300(2)       $270,254.50      

Obligations under PECO Energy Company Deferred                                                                                    
Compensation and Supplemental Pension Plan, PECO                                                                                  
Energy Company Management Group Deferred                                                                                          
Compensation and Supplemental Pension Plan, and PECO                                                                              
Energy Company Unfunded Deferred Compensation Plan                                                                                
for Directors (3)                                     $41,900,000(4)       100%(4)       $   41,900,000(4)       $ 11,061.60      

                                                                                         $1,065,591,300          $281,316.10      
Total                                                                                                                             
==================================================================================================================================

(1)  This registration statement covers shares of Common Stock of the Registrant
  ("Shares") which may be offered or sold pursuant to the following plans:
   Exelon Corporation 1989 Long Term Incentive Plan, 10,000,000 Shares; PECO
Energy Company Employee Savings Plan, 5,000 Shares; Unicom Corporation
 Amended and Restated Long Term Incentive Plan, 5,855,000 Shares; Unicom
 Corporation 1996 Directors' Fee Plan, 20,000 Shares; Unicom Corporation
  Retirement Plan for Directors, 5,000 Shares; Commonwealth Edison Company
Retirement Plan for Directors, 5,000 Shares; and Commonwealth Edison  
Employee Savings and Investment Plan, 2,400,000 Shares. In addition,  
     pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to each of the Plans. Pursuant to Rule 457(h)(2), no separate
 registration fee is required with respect to the interests in the plan.
This registration statement also relates to an indeterminate number of
  Shares which may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.                             

(2)  Estimated pursuant to Rule 457(c) and (h) solely for the purpose of        
  calculating the registration fee, based upon the average of the high and
low sales prices of shares of the common stock of the Registrant as   
reported on the New York Stock Exchange on November 7, 2000.          

(3)  This registration statements covers Obligations of the Registrant under    
the following plans: PECO Energy Company Deferred Compensation and    
Supplemental Pension Plan, $34,000,000; PECO Energy Company Management
    Group Deferred Compensation and Supplemental Pension Plan, $5,100,000; and
PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
     $2,800,000. Such Obligations are unsecured obligations of the Registrant to
    pay certain benefits in the future in accordance with the respective terms
of such plans.                                                        

(4)  Estimated solely for the purpose of calculating the registration fee.      
================================================================================

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PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.                                

The following documents, as filed by Exelon Corporation (the    
"Registrant") with the Securities and Exchange Commission (the "Commission"),   
are incorporated by reference in this Registration Statement and made a part    
hereof:                                                                         

    (a) The Registrant's latest prospectus filed pursuant to Rule 424(b)
   under the Securities Act of 1933, as amended, as part of the Registrant's
    Registration Statement on Form S-4 filed on May 15, 2000 (Registration No.
333-37082).                                                           

     (b) The description of the Registrant's common stock contained in the
    registration statement on Form 8-A filed under the Securities Exchange Act
   of 1934, as amended (the "Exchange Act"), including any amendment thereto
or report filed for the purpose of updating such description.         

     (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements set forth in the prospectus referred to in (a) above.      

     All reports and other documents subsequently filed by the Registrant or the
any of the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters all securities    
then remaining unsold, shall be deemed to be incorporated by reference herein   
and to be part hereof from the date of filing of such documents. Any statement  
contained in any document, all or a portion of which is incorporated by         
reference herein, shall be deemed to be modified or superseded for purposes of  
this Registration Statement to the extent that a statement contained or         
incorporated by reference herein modifies or supersedes such statement. Any     
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Registration Statement.             

Item 4.  Description of Securities.                                             

   The Obligations (the "Obligations") under the PECO Energy Company
Deferred Compensation and Supplemental Pension Plan, the PECO Energy Company    
Management Group Deferred Compensation and Supplemental Pension Plan, and the   
PECO Energy Company Unfunded Deferred Compensation Plan for Directors are       
general unsecured obligations of the Registrant to pay certain benefits in the  
future in accordance with the respective terms of those Plans from the general  
assets of the Registrant, and rank pari passu with other unsecured and          
unsubordinated indebtedness of the Registrant from time to time outstanding.    

     The Obligations are not subject to redemption, in whole or in part,
prior to the termination, retirement or death of the participant. However, the  
Registrant reserves the right to amend or terminate the related Plans at any    
time, except that no such amendment or termination shall adversely affect a     
participant's right to Obligations in the amount of the participant's account as
of the date of such amendment or termination.                                   

  The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or   
any other affirmative or negative covenant on the part of the Registrant. No    
trustee has been appointed having the authority to take action with respect to  
the Obligations and each participant will be responsible for acting             
independently with respect to, among other things, the giving of notices,       
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.              

Item 5.  Interests of Named Experts and Counsel.                                

Not applicable.                                                       

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Item 6. Indemnification of Directors and Officers.                              

        Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") contains provisions permitting indemnification of 
officers and directors of a business corporation incorporated in Pennsylvania.  
Sections 1741 and 1742 of the PBCL provide that a business corporation may      
indemnify directors and officers against liabilities and expenses he or she may 
incur in connection with a threatened, pending or completed civil,              
administrative or investigative proceeding by reason of the fact that he or she 
is or was a representative of the corporation or was serving at the request of  
the corporation as a representative of another enterprise, provided that the    
particular person acted in good faith and in a manner he or she reasonably      
believed to be in, or not opposed to, the best interests of the corporation,    
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these 
sections does not exist in the case of actions against a director or officer by 
or in the right of the corporation if the person otherwise entitled to          
indemnification shall have been adjudged to be liable to the corporation, unless
it is judicially determined that, despite the adjudication of liability but in  
view of all the circumstances of the case, the person is fairly and reasonably  
entitled to indemnification for the expenses the court deems proper. Section    
1743 of the PBCL provides that the corporation is required to indemnify         
directors and officers against expenses they may incur in defending these       
actions if they are successful on the merits or otherwise in the defense of such
actions.                                                                        

      Section 1746 of the PBCL provides that indemnification under the other
sections of Subchapter D is not exclusive of other rights that a person seeking 
indemnification may have under any by-law, agreement, vote of shareholders or   
disinterested directors or otherwise, whether or not the corporation would have 
the power to indemnify the person under any other provision of law. However,    
Section 1746 prohibits indemnification in circumstances where the act or failure
to act giving rise to the claim for indemnification is determined by a court to 
have constituted willful misconduct or recklessness.                            

       Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the    
corporation, or is or was serving at the request of the corporation as a        
representative of another enterprise, against any liability asserted against    
such person and incurred by him or her in that capacity, or arising out of his  
status as such, whether or not the corporation would have the power to indemnify
the person against such liability under Subchapter D.                           

  The Registrant's by-laws provide that it is obligated to indemnify
directors and officers and other persons designated by the board of directors   
against any liability, including any damage, judgment, amount paid in           
settlement, fine, penalty, cost or expense (including, without limitation,      
attorneys' fees and disbursements) incurred in connection with any proceeding.  
The Registrant's by-laws provide that no indemnification shall be made where the
act or failure to act giving rise to the claim for indemnification is determined
by arbitration or otherwise to have constituted willful misconduct or           
recklessness or attributable to receipt from the Registrant of a personal       
benefit to which the recipient is not legally entitled.                         

        As permitted by PBCL Section 1713, the Registrant's by-laws provide that
directors generally will not be liable for monetary damages in any action,      
whether brought by shareholders directly or in the right of the Registrant or by
third parties, unless they fail in the good faith performance of their duties as
fiduciaries (the standard of care established by the PBCL), and such failure    
constitutes self-dealing, willful misconduct or recklessness.                   

The Registrant has purchased directors' and officers' liability 
insurance.                                                                      

Item 7. Exemption from Registration Claimed.                                    

Not applicable.                                                 

Item 8. Exhibits.                                                               

      The following is a list of exhibits filed as part of this Registration
Statement.                                                                      

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Exhibit                                                                         
Number          Exhibit                                                         
------          -------                                                         

4.1      The Registrant's Articles of Incorporation (incorporated herein by     
        reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form S-4 filed with the Commission on May 15, 2000).          

4.2      PECO Energy Company Deferred Compensation and Supplemental Pension     
Plan.                                                         

4.3      PECO Energy Company Management Group Deferred Compensation and         
Supplemental Pension Plan.                                    

4.4      PECO Energy Company Unfunded Deferred Compensation Plan for Directors. 

4.5      Exelon Corporation 1989 Long Term Incentive Plan (incorporated by      
      reference to Post-Effective Amendment No. 1 to Form S-4 Registration
Statement, File No. 333-37082, Exhibit No. 4.2).              

4.6      PECO Energy Company Employee Savings Plan (incorporated by reference to
         Post-Effective Amendment No. 1 to Form S-4 Registration Statement, File
No. 333-37082, Exhibit No. 4.4).                              

4.7      Unicom Corporation Amended and Restated Long Term Incentive Plan       
         (incorporated by reference to Exhibit A to the Unicom Corporation Proxy
Statement dated April 7, 1999, File No. 1-11375).             

4.8      First Amendment to the Unicom Corporation Amended and Restated Long    
Term Incentive Plan.                                          

4.9      Second Amendment to the Unicom Corporation Amended and Restated Long   
Term Incentive Plan.                                          

4.10     Unicom Corporation 1996 Directors' Fee Plan (incorporated by reference 
        to Appendix A of the Unicom Corporation Proxy Statement dated April 8,
1996, File No. 1-11375).                                      

4.11     Second Amendment to the Unicom Corporation 1996 Directors' Fee Plan.   

4.12     Unicom Corporation Retirement Plan for Directors (as amended).         

4.13     Commonwealth Edison Company Retirement Plan for Directors (as amended).

4.14     Commonwealth Edison Employee Savings and Investment Plan (incorporated 
      by reference to Form S-8 Registration Statement, File No. 333-10613,
Exhibit No. (4)-4).                                           

4.15     Amendment Nos. 1 through 6 to Commonwealth Edison Employee Savings and 
Investment Plan.                                              

5.1      Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                     

23.1     Consent of PricewaterhouseCoopers LLP.                                 

23.2     Consent of Arthur Andersen LLP.                                        

23.3     Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its     
opinion filed as Exhibit 5.1 hereof).                         

24.1     Powers of Attorney.                                                    

Item 9.  Undertakings.                                                          

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(a) The undersigned registrant hereby undertakes:                     

   (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:      

             (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                     

        (ii)  To reflect in the prospectus any facts or events arising
       after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
in the registration statement; and                          

            (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
  or any material change to such information in the registration
statement;                                                  

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
   do not apply if the registration statement is on Form S-3 or Form S-8 and
  the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the Registrant
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

  (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered 
   therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.                         

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the      
termination of the offering.                                          

   (b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the  
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Securities Exchange Act of 1934 (and each filing of each Plan's respective      
annual reports pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered therein   
and the offering of such securities at that time shall be deemed to be the      
initial bona fide offering thereof.                                             

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

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SIGNATURES  

The Registrant.  Pursuant to the requirements of the Securities Act of
--------------                                                        
1933, as amended, the Registrant has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this         
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in Philadelphia, Pennsylvania on the 31st day of October, 2000.

      EXELON CORPORATION

                  By: /s/ Corbin A. McNeill, Jr.
                      --------------------------
                   Corbin  A. McNeill, Jr.
                                   Chairman and Co-Chief Executive Officer

        By: /s/ John W. Rowe
                     -------------------------
        John W. Rowe
                                    President and Co-Chief Executive Officer

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in   
the capacities and on October 31, 2000.                                         

                                                        [Enlarge/Download Table]

             Signature                          Capacity                      Date          
             ---------                          --------                      ----          
                                                                                            
/s/ Corbin A. McNeill, Jr.           Chairman, Co-Chief Executive Officer   October 31, 2000
-----------------------------------  and Director                                           
Corbin A. McNeill, Jr.                                                                      

/s/ John W. Rowe                     President, Co-Chief Executive Officer  October 31, 2000
-----------------------------------  and Director                                           
John W. Rowe                                                                                

/s/ Ruth Ann M. Gillis               Senior Vice President and Chief        October 31, 2000
-----------------------------------  Financial Officer                                      
Ruth Ann M. Gillis                   (Principal Financial Officer)                          

/s/ Jean Gibson                      Vice President and Corporate           October 31, 2000
-----------------------------------  Controller                                             
Jean Gibson                          (Principal Accounting Officer)                         

     This Registration Statement has also been signed by Corbin A. McNeill, Jr.,
in his individual capacity as a Director and as Attorney-in-Fact, on behalf of  
the following Directors on the date indicated:                                  

Edward A. Brennan                   Carlos H. Cantu 
Admiral Daniel L. Cooper             M. Walter D'Alessio  
Admiral Bruce DeMars                G. Fred DiBona, Jr. 
 Sue Ling Gin                     Richard H. Glanton
Rosemarie B. Greco                  Edgar D. Jannotta 
John M. Palms                       John W. Rogers
John W. Rowe                         Ronald Rubin 
Richard L. Thomas                                     

By:  /s/ Corbin A. McNeill, Jr.                                                 
--------------------------                                            
Corbin A. McNeill, Jr.                                                
(Director and Attorney-in-Fact for the Directors set forth above)     

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The Plans.  Pursuant to the requirements of the Securities Act of 1933, each of 
---------                                                                       
the Plans has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania on 
the dates indicated.                                                            

                                                        [Enlarge/Download Table]

                  Plan Name                      Signature of Plan Representative               Date      
                  ---------                      --------------------------------               ----      
                                                                                                          
 PECO Energy Company Deferred Compensation and    /s/ J. Barry Mitchell                   October 31, 2000
 Supplemental Pension Plan                      ---------------------------------------                   
                                                         J. Barry Mitchell                                

 PECO Energy Company Management Group Deferred    /s/ J. Barry Mitchell                   October 31, 2000
 Compensation and Supplemental Pension Plan     ---------------------------------------                   
                                                         J. Barry Mitchell                                

 PECO Energy Company Unfunded Deferred            /s/ J. Barry Mitchell                   October 31, 2000
 Compensation Plan for Directors                ---------------------------------------                   
                                                         J. Barry Mitchell                                

 Exelon Corporation 1989 Long Term Incentive      /s/ J. Barry Mitchell                   October 31, 2000
 Plan                                           ---------------------------------------                   
                                                         J. Barry Mitchell                                

 PECO Energy Company Employee Savings Plan        /s/ J. Barry Mitchell                   October 31, 2000
                                                ---------------------------------------                   
                                                         J. Barry Mitchell                                

Commonwealth Edison Employee                      /s/ Ruth Ann M. Gillis                  October 31, 2000
Savings and Investment Plan                     ----------------------------------------                  
                                                      Ruth Ann M. Gillis                                  

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Exhibit Index 
------------- 

4.1      The Registrant's Articles of Incorporation (incorporated herein by     
        reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form S-4 filed with the Commission on May 15, 2000).          

4.2      PECO Energy Company Deferred Compensation and Supplemental Pension     
Plan.                                                         

4.3      PECO Energy Company Management Group Deferred Compensation and         
Supplemental Pension Plan.                                    

4.4      PECO Energy Company Unfunded Deferred Compensation Plan for Directors. 

4.5      Exelon Corporation 1989 Long Term Incentive Plan (incorporated by      
      reference to Post-Effective Amendment No. 1 to Form S-4 Registration
Statement, File No. 333-37082, Exhibit No. 4.2).              

4.6      PECO Energy Company Employee Savings Plan (incorporated by reference to
         Post-Effective Amendment No. 1 to Form S-4 Registration Statement, File
No. 333-37082, Exhibit No. 4.4).                              

4.7      Unicom Corporation Amended and Restated Long Term Incentive Plan       
         (incorporated by reference to Exhibit A to the Unicom Corporation Proxy
Statement dated April 7, 1999, File No. 1-11375).             

4.8      First Amendment to the Unicom Corporation Amended and Restated Long    
Term Incentive Plan.                                          

4.9      Second Amendment to the Unicom Corporation Amended and Restated Long   
Term Incentive Plan.                                          

4.10     Unicom Corporation 1996 Directors' Fee Plan (incorporated by reference 
        to Appendix A of the Unicom Corporation Proxy Statement dated April 8,
1996, File No. 1-11375).                                      

4.11     Second Amendment to the Unicom Corporation 1996 Directors' Fee Plan.   

4.12     Unicom Corporation Retirement Plan for Directors (as amended).         

4.13     Commonwealth Edison Company Retirement Plan for Directors (as amended).

4.14     Commonwealth Edison Employee Savings and Investment Plan (incorporated 
      by reference to Form S-8 Registration Statement, File No. 333-10613,
Exhibit No. (4)-4).                                           

4.15     Amendment Nos. 1 through 6 to Commonwealth Edison Employee Savings and 
Investment Plan.                                              

5.1      Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                     

23.1     Consent of PricewaterhouseCoopers LLP.                                 

23.2     Consent of Arthur Andersen LLP.                                        

23.3     Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its     
opinion filed as Exhibit 5.1 hereof).                         

24.1     Powers of Attorney.                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
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		10/31/00		6		7			8-K
		5/15/00		2		8			S-4
		4/7/99		4		8
		4/8/96		4		8
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