THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Exelon Corporation (EXC)

5/23/2006 Proxy Information

Nelson A. Diaz is a partner with BlankRome LLP, a law firm that performed legal services for Exelon in 2005 and is expected to provide similar services in 2006. BlankRome LLP was selected by Exelon as one of several approved firms through a competitive selection process.

5/27/2005 S-4/A Information

Blank Rome LLP provided legal services to Exelon during 2004 and 2003. The firm has also provided legal and other related services to Exelon during 2005. Mr. Diaz, a member of the Exelon board of directors, became a partner of Blank Rome LLP in March 2004.

Mr. DeBenedictis is not considered independent because he is the Chairman and Chief Executive Officer of Aqua America Inc., which purchased electricity in 2001 and 2002 in amounts exceeding 2% of Aqua America Inc.'s consolidated gross revenues in those years.

PSEG Nuclear and Exelon Generation jointly own the Salem and Peach Bottom nuclear generation stations. Under the Salem co-owners agreement dated November 24, 1971, as amended, Exelon Generation owns 42.59% and PSEG Nuclear owns 57.41% of Salem Units 1, 2 and 3. PSEG Nuclear is responsible for operation of the Salem Units. Exelon Generation and PSEG Nuclear each own 50% of the Peach Bottom Units. Exelon Generation is responsible for operation of the Peach Bottom Units.

Concurrently with the execution of the merger agreement by Exelon and PSEG, Exelon Generation and PSEG Nuclear entered into an operating services contract relating to the provision of operating services by Exelon Generation in respect of PSEG Nuclear's Salem and Hope Creek nuclear generating facilities. The operating services contract provides that Exelon Generation will provide a chief nuclear officer and other key personnel to oversee daily plant operations at the Hope Creek and Salem nuclear generating facilities and to implement the Exelon Nuclear Management Model, which defines practices that Exelon has used to manage its own nuclear performance improvement program. Until completion of the merger, PSEG Nuclear will continue as the license holder with exclusive legal authority to operate and maintain the facilities, will retain responsibility for management oversight and will have full authority with respect to the marketing of its share of the output from the nuclear generating facilities. Exelon Generation will be entitled to receive reimbursement of its costs in discharging its obligations, an annual operating services fee and incentive fees based on attainment of goals relating to safety, capacity factors of the plants and operation and maintenance expenses. The operating services contract has a term of two years, subject to earlier termination in certain events upon prior notice, including any termination of the merger agreement. In the event of termination, Exelon Generation will continue to provide services under the operating services contract for a transition period of at least 180 days and up to two years at the election of PSEG Nuclear. This period may be further extended by PSEG Nuclear for up to an additional 12 months if PSEG Nuclear determines that additional time is necessary to complete required activities during the transition period.

The foregoing description of the operating services contract is qualified in its entirety by reference to the full text of the operating services contract which is filed as an exhibit to Exelon's Current Report on Form 8-K filed with the SEC on December 21, 2004.

Accounting Treatment

The merger will be accounted for as a purchase by Exelon under accounting principles generally accepted in the United States. Under the purchase method of accounting, the assets and liabilities of PSEG will be recorded, as of completion of the merger, at their respective fair values and added to those of Exelon. The reported financial condition and results of operations of Exelon issued after completion of the merger will reflect PSEG's balances and results after completion of the merger, but will not be restated retroactively to reflect the historical financial position or results of operations of PSEG. Following completion of the merger, the earnings of the combined company will reflect purchase accounting adjustments, including increased amortization and depreciation expense for acquired assets.

3/12/2004 Proxy Information

Corbin A. McNeill is former Chairman and co-Chief Executive Officer of Exelon Corporation.

Pamela B. Strobel is an Executive Vice President of Exelon Corporation, and until April 2003 was the Vice Chair and Chief Executive Officer of Exelon Energy Delivery Company, the Chairman of Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO), all of which are subsidiaries of Exelon Corporation. Ms. Strobel’s husband, Russ M. Strobel, was elected President of Nicor Inc. (Nicor) in October 2002 and Chief Executive Officer of Nicor Gas, a subsidiary of Nicor, in November 2003. Since January 1, 2003, Nicor Gas and ComEd have been parties to the following transactions, proposed transactions or business dealings: (1) Nicor Gas and ComEd are parties to an interim agreement approved by the Illinois Commerce Commission under which they cooperate in cleaning up residue at former manufactured gas plant sites. Under the interim agreement, costs are split evenly between Nicor Gas and ComEd, except that if they cannot agree upon a final allocation of costs, the interim agreement provides for arbitration. For the year 2003, Nicor Gas billed ComEd $2,873,556 and ComEd billed Nicor Gas $33,086,632. For year 2004, ComEd estimates that Nicor Gas will bill ComEd approximately $4,500,000 and that ComEd will bill Nicor Gas approximately 15,200,000; (2) Nicor Gas and Exelon Power Team are parties to an agreement entered into in May 2000 and expiring in May 2005, pursuant to which Nicor Gas transports gas to an electric generating station in Rockford, Illinois. In 2003, Exelon Power Team made $2,278,380 in payments under this agreement, and estimates that it will make payments of approximately $2,100,000 to Nicor Gas in 2004. Nicor Energy L.L.C. (Nicor Energy), which is indirectly 50% owned by Nicor Inc., acting as an agent on its customers’ behalf, changed the customers’ energy charge from ComEd’s bundled electricity rate to the ComEd Purchase Power Option (PPO). Nicor Energy remitted the energy and transmission charges it collected from these customers to ComEd. In 2003 Nicor Energy ceased operations. In 2003, the total amount of such remittances by Nicor Energy was approximately $12,500,000. Blank Rome LLP provided legal services to Exelon during 2003 and 2004. Mr. Diaz, a member of Exelon’s Board of Directors, became a partner of Blank Rome LLP in March 2004.

3/17/2003 Proxy Information

Pamela B. Strobel, is an Executive Vice President of Exelon Corporation, the Vice Chair and Chief Executive Officer of Exelon Energy Delivery Company, and the Chairman of Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO), all of which are subsidiaries of Exelon Corporation. Ms. Strobel’s husband, Russ M. Strobel, was elected President of Nicor Inc. (“Nicor”) in October 2002. Since January 1, 2002, Nicor Gas, a subsidiary of Nicor, and ComEd have been parties to the following transactions, proposed transactions or business dealings: (1) Nicor Gas and ComEd are parties to an interim agreement approved by the Illinois Commerce Commission under which they cooperate in cleaning up residue at former manufactured gas plant sites. Under the interim agreement, costs are split between Nicor Gas and ComEd, except that if they cannot agree upon a final allocation of costs, the interim agreement provides for arbitration. For the year 2002, Nicor Gas billed ComEd $4,438,695 and ComEd billed Nicor Gas $14,750,374. For year 2003, Nicor Gas estimates that it will bill ComEd approximately $4,404,970 and that ComEd will bill Nicor Gas approximately $31,644,013; (2) Nicor Gas and Exelon Power Team are parties to an agreement made in 2001 under which Nicor Gas will acquire approximately 23 miles of ComEd’s right of way in connection with a pipeline project. ComEd received payments from Nicor Gas under this agreement of $4,500,000 in 2002. (3) Nicor Gas and Exelon Power Team are parties to a three-year agreement entered into in May 2000 pursuant to which Nicor Gas transports gas to an electric generating station in Rockford, Illinois. In 2002, Nicor Gas received approximately $2,953,400 in payments under this agreement, and Nicor Gas estimates that it will receive payments of approximately $2,550,000 from Exelon Power Team in 2003; (4) Nicor Energy, L.L.C. (Nicor Energy), a subsidiary of Nicor Inc., in its capacity as a power marketer, purchases electricity from ComEd for resale to certain Nicor Energy customers. In 2002, the total amount of such purchases by Nicor Energy was approximately $61,675,200, and in 2003 such purchases are expected to approximate $12,500,000. Ariel Capital Management, Inc. acted as investment manager with respect to a portion of the assets of an employee benefit plan of Commonwealth Edison Company from 1994 through December 2002. During 2002, the firm received $247,610 in fees. In 2003, it is estimated that the firm will receive approximately $55,000 in fees from Exelon for services performed by the firm during the fourth quarter of 2002. Mr. Rogers, a member of Exelon’s board of directors, is Chairman and CEO of Ariel Capital Management, Inc. Under the board’s conflict of interest policy, the board specifically reviewed the engagement of Ariel Capital Management to provide investment management services and concluded that the business relationship does not interfere with Mr. Roger’s exercise of independent judgment. Exelon Corporation believes the fees paid or payable are equivalent to the fees that would have been paid to an unaffiliated third party for similar services. In December 2002, the firm ceased to provide such services to the employee benefit plan at the request of Mr. Rogers, who wished to clarify his independence as a director of Exelon.

Reed Smith LLP provided legal services to Exelon Corporation during 2002. Mr. Glanton, a member of Exelon’s board of directors, is a partner of the law firm of Reed Smith LLP. Under the board’s conflict of interest policy, the board specifically reviewed the proposal to engage Mr. Glanton’s partners to perform particular legal services and concluded that the representation is in the best interest of Exelon Corporation. Nicholas B. DeBenedictis was employed by PECO Energy Company and Exelon Generation Company, LLC from December 4, 1995 through December 31, 2002. Mr. DeBenedictis is the son of Nicholas DeBenedictis, who became a director of Exelon Corporation on April 23, 2002. In 2002, Mr. DeBenedictis received a base salary of $87,810, a separation payment of $80,875, payments totaling $554,103 for long term incentives earned before 2001, whose payment was deferred, and incentive payments totaling $86,310 for 2001. Mr. DeBenedictis also received the company’s standard employee benefits during 2002.