PECO ENERGY CO
AMEND #1 TO EXELON CORP SUPP EXEC RETIREMENT PLAN
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<TYPE>EX-10.32
<SEQUENCE>19
<FILENAME>c68219ex10-32.txt
<DESCRIPTION>AMEND #1 TO EXELON CORP SUPP EXEC RETIREMENT PLAN
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                                                                   EXHIBIT 10-32

                              AMENDMENT NUMBER ONE
                                     TO THE
                               EXELON CORPORATION
                     SUPPLEMENTAL MANAGEMENT RETIREMENT PLAN

            The Exelon Corporation Supplemental Management Retirement Plan
(formerly the Commonwealth Edison Company Supplemental Management Retirement
Plan) (the "Supplemental Plan") is hereby amended in the following respects:

            Article V of the Supplemental Plan is amended, effective with
respect to Participants who terminate employment with the Company and its
affiliates on or after December 1, 2001, by adding the following text
immediately following Section 5.5 thereof:

            5.6 Gross-Up Payment for Certain State Income Taxes. In the event it
            shall be determined that any payment to a Participant or beneficiary
            pursuant to the terms of this Supplemental Plan that would have been
            paid under a Qualified Plan but for the Limitations (a "Payment") is
            subject to state income tax, but that such Payment would not be
            subject to state income tax if it were paid under such Qualified
            Plan, then such Participant or beneficiary shall be entitled to
            receive an additional payment (a "Gross-Up Payment") in an amount
            such that after payment of all related federal and state income
            taxes, the Participant or beneficiary retains an amount of the
            Gross-Up Payment equal to the state income tax imposed upon the
            Payment. All determinations under this Section 5.6, including
            whether and when a Gross-Up Payment is required, the amount of such
            Gross-Up Payment and the assumptions to be utilized in arriving at
            such determination, shall be made by the Committee in its sole
            discretion. The Committee may, but need not, employ a certified
            public accountant (which may be the Company's public accounting
            firm) to assist the Committee in any such determination.

Executed this ____ day of ___________, 2001.

EXELON CORPORATION


By: _______________________________
    S. Gary Snodgrass
    Senior Vice President and
    Chief Human Resources Officer

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