Exelon and Pepco Holdings Inc. Reach Settlement Agreement with Montgomery and Prince George's Counties in Maryland

Exelon Corporation (NYSE: EXC) and Pepco Holdings Inc. (NYSE: POM) today announced that they have reached a settlement agreement with Montgomery and Prince George’s counties in the proceeding before the Maryland Public Service Commission (PSC) to review the companies’ proposed merger, which was announced on April 30, 2014. The two counties represent all of Pepco’s Maryland customers and nearly three-fourths of Pepco Holdings total customers in Maryland. The settlement, which is subject to the approval of the Commissioners of the PSC, was filed by Exelon and Pepco Holdings and signed by Montgomery County, Prince George’s County, the National Consumer Law Center, National Housing Trust, Maryland Affordable Housing Coalition, the Housing Association of Nonprofit Developers and a consortium of nine recreational trail advocacy organizations led by the Mid-Atlantic Off-Road Enthusiasts (MORE).

“This agreement is a good deal for Montgomery County," said Montgomery County Executive Isiah Leggett. “Our residents deserve a top-performing utility that is accountable to customers. Exelon and Pepco Holdings are committing to reduce both the frequency and duration of outages and to bring Pepco’s reliability into the top quartile, or face financial penalties if they fall short. I'm also pleased that Exelon and Pepco have agreed to make major investments in technology and innovation that will create jobs and drive the energy, environmental and economic policy goals of Montgomery County and Maryland."

“This agreement not only deals with the importance of reliable electric service, but also addresses some of my highest priorities: Promoting jobs in Prince George's County, creating pathways out of poverty and ensuring that our residents will enjoy the provision of energy service under stronger and more stringent reliability standards,” said Rushern L. Baker III, Prince George’s County Executive. “Exelon and Pepco will partner with us on workforce development, preparing our public school students for advanced careers in the sustainable energy sector and putting Prince George's County at the forefront of creating an advanced energy industry.”

“We are pleased to have reached this settlement agreement, which will deliver significant, direct economic and reliability benefits to all of Pepco and Delmarva Power’s customers in Maryland,” said Chris Crane, Exelon president and CEO. “It also represents our commitment to further modernize our grid to incorporate more renewable and distributed generation, increase reliability and protect consumers through effective cost-containment measures.”

The settlement includes commitments aimed at providing benefits to customers and the state through a combination of bill credits, funding for energy-efficiency programs and renewables investments, low-income customer assistance and other provisions, including:

• A commitment to designate a portion of a proposed $94.4 million customer investment fund to provide $36.8 million in bill credits, or approximately $50 per Pepco and Delmarva Power customer in Maryland. The remainder -- $57.6 million -- will go toward funding energy-efficiency programs designated by Montgomery County, Prince George’s County and the PSC.
• A commitment to help economically challenged customers lower their energy bills by dedicating at least 20 percent of the energy efficiency funds to programs targeting low- and moderate-income customers.
• A $50 million “Green Sustainability Fund” to stimulate investment in solar, energy storage and other distributed generation throughout the PHI service territory. The funds could also be used for such things as energy-efficiency investments, microgrids, water conservation in buildings, clean transportation, community solar and other qualifying energy technologies. The fund will be available to qualified borrowers -- including organizations targeting low- and moderate-income residents -- in Pepco Holdings’ Delmarva Power, Pepco and Atlantic City Electric territories.
• A commitment to accelerate Pepco and Delmarva Power’s reliability improvements so that by 2018, Pepco will achieve first-quartile performance and Delmarva Power will achieve second-quartile performance as measured against peers, or face financial penalties if they fall short.
• Development of 15 megawatts of solar generation, with 5 megawatts each in Montgomery County, Prince George’s County and the Delmarva Power service territory in Maryland. Prince George’s has also entered into an energy purchase agreement with Exelon that will result in the development of an additional 5 megawatts of electricity generated by solar projects. This electricity will be provided to the county free of charge for a set period of time.
• A commitment to file a proposal with the PSC for public-purpose microgrid projects in Pepco service territory, including one project each in Prince George’s County and Montgomery County.
• A commitment for Pepco and Delmarva Power to request that the PSC initiate a “grid-of-the-future” proceeding to examine opportunities to transform the electric grid through smart grid technology, microgrids, renewable resources and distributed generation. Exelon will provide up to $500,000 for the PSC to retain a consultant to study relevant issues and facilitate the proceeding.
• A commitment to work with PSC staff and other stakeholders to accelerate and enhance Pepco and Delmarva Power’s energy-efficiency initiatives. The commitment includes establishing penalties for failure to meet commission-approved goals.
• A commitment of $4 million to support workforce development programs in Prince George’s County, Montgomery County and the Delmarva Power service territory in Maryland. The Montgomery and Prince George’s county programs will emphasize training in sustainable-energy and energy-efficiency careers.
• Development of recreational trails along certain Pepco transmission corridors.

These benefits come on top of the enhanced benefits package Exelon and Pepco Holdings filed with the PSC on March 4. The enhanced benefits package more than doubled the customer investment fund to $94.4 million and strengthened the companies’ commitment to reduce the frequency and duration of power outages in Maryland. To help reduce the burden of long-standing debts for low-income families in Maryland, Exelon and Pepco Holdings also committed to a one-time elimination of unpaid bills that are over three years past due as of the date of the merger closing.

In addition to these near-term benefits, merger-related cost reductions of another $127.2 million over 10 years, and $17 million in every year thereafter, will flow back to Pepco and Delmarva Power’s Maryland customers through rates lower than they would be absent the merger. In addition to the reliability commitments, upon consummation of the merger Pepco and Delmarva will become part of a family of large urban utilities with distinguished emergency response capabilities. This will give Pepco and Delmarva additional resources in the event of significant weather events and will be of enormous value to their customers during major storms.

The merger will bring together Exelon’s three electric and gas utilities – BGE, ComEd and PECO – and Pepco Holdings’ three electric and gas utilities – ACE, Delmarva Power and Pepco – to create the leading mid-Atlantic electric and gas utility.

In addition to today’s agreement, Exelon and Pepco Holdings announced March 10 that they have reached a settlement with The Alliance for Solar Choice in Maryland.

The merger requires approvals by the Maryland Public Service Commission, the Public Service Commission of the District of Columbia and the Delaware Public Service Commission. On Feb. 13, Exelon reached a settlement agreement with staff of the Delaware Public Service Commission and other stakeholders, and the agreement is pending approval by the Commission. Following the expiration of the U.S. Department of Justice’s review period on Dec. 22, 2014, the Hart-Scott-Rodino Act no longer precludes completion of the merger.

The transaction was approved by the New Jersey Board of Public Utilities in February, the Federal Energy Regulatory Commission in November, the Virginia State Corporation Commission in October and PHI stockholders in September. The companies expect to complete the merger in the second or third quarter of 2015. For more information about the merger or to download the settlement agreement, visit www.phitomorrow.com.

About Exelon Corporation

Exelon Corporation (NYSE: EXC) is the nation’s leading competitive energy provider, with 2014 revenues of approximately $27.4 billion. Headquartered in Chicago, Exelon does business in 48 states, the District of Columbia and Canada. Exelon is one of the largest competitive U.S. power generators, with approximately 32,500 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to more than 2.5 million residential, public sector and business customers, including more than two-thirds of the Fortune 100. Exelon’s utilities deliver electricity and natural gas to more than 7.8 million customers in central Maryland (BGE), northern Illinois (ComEd) and southeastern Pennsylvania (PECO). Follow Exelon on Twitter @Exelon.

About Pepco Holdings Inc.

Pepco Holdings Inc. is one of the largest energy delivery companies in the Mid-Atlantic region, serving about 2 million customers in Delaware, the District of Columbia, Maryland and New Jersey. PHI subsidiaries Pepco, Delmarva Power and Atlantic City Electric provide regulated electricity service; Delmarva Power also provides natural gas service. PHI also provides energy efficiency and renewable energy services through Pepco Energy Services. For more information, visit online: www.pepcoholdings.com.

Cautionary Statements Regarding Forward-Looking Information

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “seek to,” “plan,” “assume,” “believe,” “target,” “forecast,” “goal,” “objective,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed merger, integration plans and expected synergies, the expected timing of completion of the transaction, anticipated future financial and operating performance and results, including estimates for growth. These statements are based on the current expectations of management of Exelon Corporation (Exelon) and Pepco Holdings, Inc. (PHI), as applicable. There are a number of risks and uncertainties that could cause actual

results to differ materially from the forward-looking statements included in this communication. For example, (1) the companies may be unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or cause the companies to abandon the merger; (2) conditions to the closing of the merger may not be satisfied; (3) an unsolicited offer of another company to acquire assets or capital stock of Exelon or PHI could interfere with the merger; (4) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (5) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (6) the merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations; (7) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (8) the businesses of the companies may suffer as a result of uncertainty surrounding the merger; (9) the companies may not realize the values expected to be obtained for properties expected or required to be sold; (10) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (11) the companies may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Therefore, forward-looking statements are not guarantees or assurances of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Discussions of some of these other important factors and assumptions are contained in Exelon’s and PHI’s respective filings with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1) Exelon’s 2013 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; (2) Exelon’s Third Quarter 2014 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 18; (3) the definitive proxy statement that PHI filed with the SEC on August 12, 2014 and mailed to its stockholders in connection with the proposed merger (as supplemented by PHI’s Form 8-K filed with the SEC on September 12, 2014); (4) PHI’s 2013 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 15; and (5) PHI’s Third Quarter 2014 Quarterly Report on Form 10-Q in (a) PART I, ITEM 1. Financial Statements, (b) PART I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) PART II, ITEM 1A. Risk Factors. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Neither Exelon nor PHI undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication. New factors emerge from time to time, and it is not possible for Exelon or PHI to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on Exelon’s or PHI’s respective businesses or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any specific factors that may be provided should not be construed as exhaustive.