EXELON CORP
S-8 POS, EX-23.2, 2000-11-13
ELECTRIC & OTHER SERVICES COMBINED
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<PAGE>

                                                                    EXHIBIT 24.1
                                                                    ------------

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, John W. Rowe do hereby appoint
Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of Exelon Corporation to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, with respect to the issue and sale of shares of Common Stock of Exelon
Corporation, plan interests and participatory interests, as applicable, pursuant
to the provisions of (i) the PECO Energy Company Employee Savings Plan, 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, and PECO
Energy Company 1998 Stock Option Plan, (ii) the Exelon Corporation Long Term
Incentive Plan, (iii) the Unicom Corporation Long Term Incentive Plan, Unicom
Corporation 1996 Directors' Fee Plan, Unicom Corporation Retirement Plan for
Directors, and Unicom Corporation Management Deferred Compensation Plan and (iv)
the Commonwealth Edison Company Retirement Plan for Directors and the
Commonwealth Edison Company Excess Benefit Savings Plan, and generally to do and
perform all things necessary to be done in the premises as fully and effectually
in all respects as I could do if personally present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        John W. Rowe
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Edward A. Brenan do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Edward A. Brenan
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Carlos H. Cantu do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Carlos H. Cantu
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Admiral Daniel L. Cooper do
hereby appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my
behalf to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Admiral Daniel L. Cooper
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, M. Walter D'Alessio do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        _______________________________________
                                        M. Walter D'Alessio
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Admiral Bruce DeMars do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Admiral Bruce DeMars
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, G. Fred DiBona, Jr. do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        G. Fred DiBona, Jr.
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Sue Ling Gin do hereby appoint
Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of Exelon Corporation to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, with respect to the issue and sale of shares of Common Stock of Exelon
Corporation, plan interests and participatory interests, as applicable, pursuant
to the provisions of (i) the PECO Energy Company Employee Savings Plan, 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, and PECO
Energy Company 1998 Stock Option Plan, (ii) the Exelon Corporation Long Term
Incentive Plan, (iii) the Unicom Corporation Long Term Incentive Plan, Unicom
Corporation 1996 Directors' Fee Plan, Unicom Corporation Retirement Plan for
Directors, and Unicom Corporation Management Deferred Compensation Plan and (iv)
the Commonwealth Edison Company Retirement Plan for Directors and the
Commonwealth Edison Company Excess Benefit Savings Plan, and generally to do and
perform all things necessary to be done in the premises as fully and effectually
in all respects as I could do if personally present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Sue Ling Gin
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Richard H. Glanton do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Richard H. Glanton
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Rosemarie B. Greco do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Rosemarie B. Greco
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Edgar D. Jannotta do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Edgar D. Jannotta
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, John M. Palms do hereby appoint
Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of Exelon Corporation to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, with respect to the issue and sale of shares of Common Stock of Exelon
Corporation, plan interests and participatory interests, as applicable, pursuant
to the provisions of (i) the PECO Energy Company Employee Savings Plan, 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, and PECO
Energy Company 1998 Stock Option Plan, (ii) the Exelon Corporation Long Term
Incentive Plan, (iii) the Unicom Corporation Long Term Incentive Plan, Unicom
Corporation 1996 Directors' Fee Plan, Unicom Corporation Retirement Plan for
Directors, and Unicom Corporation Management Deferred Compensation Plan and (iv)
the Commonwealth Edison Company Retirement Plan for Directors and the
Commonwealth Edison Company Excess Benefit Savings Plan, and generally to do and
perform all things necessary to be done in the premises as fully and effectually
in all respects as I could do if personally present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        John M. Palms
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, John W. Rogers do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        John W. Rogers
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Ronald Rubin do hereby appoint
Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of Exelon Corporation to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, with respect to the issue and sale of shares of Common Stock of Exelon
Corporation, plan interests and participatory interests, as applicable, pursuant
to the provisions of (i) the PECO Energy Company Employee Savings Plan, 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, and PECO
Energy Company 1998 Stock Option Plan, (ii) the Exelon Corporation Long Term
Incentive Plan, (iii) the Unicom Corporation Long Term Incentive Plan, Unicom
Corporation 1996 Directors' Fee Plan, Unicom Corporation Retirement Plan for
Directors, and Unicom Corporation Management Deferred Compensation Plan and (iv)
the Commonwealth Edison Company Retirement Plan for Directors and the
Commonwealth Edison Company Excess Benefit Savings Plan, and generally to do and
perform all things necessary to be done in the premises as fully and effectually
in all respects as I could do if personally present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Ronald Rubin
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS That I, Richard L. Thomas do hereby
appoint Corbin A. McNeill, Jr., attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of Exelon
Corporation to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the issue and sale of shares of Common
Stock of Exelon Corporation, plan interests and participatory interests, as
applicable, pursuant to the provisions of (i) the PECO Energy Company Employee
Savings Plan, 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, and PECO Energy Company 1998 Stock Option Plan, (ii) the
Exelon Corporation Long Term Incentive Plan, (iii) the Unicom Corporation Long
Term Incentive Plan, Unicom Corporation 1996 Directors' Fee Plan, Unicom
Corporation Retirement Plan for Directors, and Unicom Corporation Management
Deferred Compensation Plan and (iv) the Commonwealth Edison Company Retirement
Plan for Directors and the Commonwealth Edison Company Excess Benefit Savings
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.

          Dated:  October _____,  2000


                                        ________________________________________
                                        Richard L. Thomas


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