Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 15, 2019, Exelon Corporation ("Exelon") filed a Current Report on Form 8-K to report the appointment of Calvin G. Butler to the position of Interim Chief Executive Officer, Exelon Utilities.

Effective December 2, 2019, Mr. Butler was appointed Senior Executive Vice President, Exelon and Chief Executive Officer, Exelon Utilities. Mr. Butler's compensation will include an annual base salary of $700,000, an annual incentive program target opportunity representing 90% of base salary, and a long-term incentive program target valued at 310% of base salary. Consistent with Exelon's Long-Term Incentive Plan, long-term incentives awards ("LTI") include performance share awards (accounting for 67% of total LTI value) and restricted stock units (accounting for 33% of total LTI value). Payouts on both the annual incentive program and the performance share awards will be based on the achievement of pre-established performance targets. Additionally, in connection with his promotion, Mr. Butler will receive an award of 28,468 restricted stock units ("RSUs"), with such RSUs to cliff vest on December 2, 2024. Mr. Butler will be eligible for benefits similar to those of other Exelon executives, including, without limitation, participation in Exelon's health, welfare, retirement, relocation, and severance plans.

Mr. Butler, age 50, previously served as Chief Executive Officer of Baltimore Gas and Electric Company ("BGE"), a subsidiary of Exelon, since 2014 and as Senior Vice President, Regulatory and External Affairs for BGE since 2013.

Effective December 2, 2019, Mr. Butler was also appointed as a director of Commonwealth Edison Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description


  99.1        Press Release
            Cover Page Interactive Data File - the cover page XBRL tags are
104         embedded within the Inline XBRL document.



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This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by the Companies include those factors discussed herein, as well as the items discussed in (1) the Companies' 2018 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 22, Commitments and Contingencies; (2) the Companies' Third Quarter 2019 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 16, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Companies. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. Neither of the Companies undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.

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