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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

Check the appropriate box:

EXELON CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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NOTICE OF THE ANNUAL MEETING

AND 2009 PROXY STATEMENT

March 19, 2009

Dear Shareholder:

We will hold the annual meeting of Exelon Corporation shareholders on Tuesday, April 28, 2009 at 9:30 A.M. Eastern Daylight Savings Time at the PECO Energy Company Headquarters, 2301 Market Street, Philadelphia, Pennsylvania.

The purpose of the annual meeting is to consider and take action on the following matters:

Shareholders of record as of March 2, 2009 are entitled to vote at the annual meeting.

We are pleased this year to take advantage of a Securities and Exchange Commission rule that permits us to furnish proxy materials to shareholders over the Internet. On or about March 19, 2009, we will mail to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing this Notice, we are lowering the costs and reducing the environmental impact of our annual meeting.

Thank you for your continued interest and support of Exelon Corporation.

Katherine K. Combs

Senior Vice President, Corporate Governance, Corporate Secretary

and Deputy General Counsel

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1. Frequently Asked Questions

Why am I receiving these proxy materials?

You are receiving these proxy materials in connection with the solicitation by the Exelon board of directors of proxies to be voted at the 2009 annual meeting of shareholders. Exelon has appointed William A. Von Hoene, Jr. and Katherine K. Combs, or either of them with power of substitution, to vote all proxies properly executed and submitted by shareholders who are entitled to vote at the annual meeting, or any adjournment of the meeting.

What is Notice and Access?

Notice and Access refers to the method, recently adopted by the Securities and Exchange Commission (“SEC”), by which shareholders will receive in the mail a Notice Regarding the Availability of Proxy Materials (the “Notice”) containing instructions on how to view the proxy materials on the Internet instead of receiving the full paper set of materials. The Notice will contain instructions on how to request a paper copy of the materials if the shareholder does not have access to the Internet or would prefer to have a paper copy. If a paper copy is requested, shareholders should expect to receive it within several days. Exelon is using Notice and Access for the first time in order to lower costs and reduce the environmental impact of our annual meeting.

The Notice will direct shareholders to the website, www.proxyvote.com, where they will log in using their unique control number. On this website, shareholders will be able to view Exelon’s proxy statement, summary annual report and financial information; the documents have been formatted for easy readability and are completely searchable. Shareholders may cast their votes in a secure manner on the same website.

What is the record date and what does it mean?

The record date is the date used to determine which shareholders are entitled to vote at the annual meeting. At the close of business on March 2, 2009, there were 658,623,268 shares of Exelon common stock issued and outstanding and eligible to vote at the annual meeting.

If you hold shares that are registered directly in your name with Exelon’s transfer agent, BNY Mellon Shareowner Services, or if you are an Exelon employee who holds shares purchased through the Employee Stock Purchase Plan, you are considered a Holder of Record, and Exelon has sent to you the Notice.

If you are an Exelon employee who holds shares through the Employee Savings Plan (the 401(k)) Exelon has sent to you the full paper set of materials.

If you hold Exelon shares through a bank, brokerage or other nominee account, you are considered the beneficial owner of shares held in street name. Your bank, broker or other nominee has sent to you the Notice, unless you had previously elected with your bank, broker or other nominee to receive a full paper set of materials, along with a vote instruction form (“VIF”). Whether you received the Notice or the full paper set of materials, you have the right to direct your bank, broker or other nominee how to vote your shares by submitting your voting instructions through the Internet at www.proxyvote.com or by completing and mailing the VIF.

Who pays for the proxy solicitation related to the Annual Meeting?

Exelon does. We have retained Georgeson Shareholder Communications, Inc. to help us send out the proxy materials and ask for proxies. Georgeson’s fee for these services is $15,000, plus reimbursement of out-of-pocket expenses. We can ask for proxies through the mail, by telephone or the Internet. We may use directors, officers and regular employees of Exelon to ask for proxies. These people do not receive additional compensation for performing this service. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Exelon common stock.

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How do I vote?

Your vote is important. We encourage you to vote promptly. Internet and telephone voting are available through 11:59 p.m. Eastern Daylight Savings Time on Monday, April 27, 2009. You may vote in the following ways:

Revocation of Proxies. You can revoke your proxy at any time before your shares are voted if you (1) submit a written revocation to the Corporate Secretary, (2) submit a later-dated proxy (or VIF, if you hold shares in street name), (3) provide subsequent telephone or Internet voting instructions, or (4) vote in person at the annual meeting.

What is the quorum?

As of March 2, 2009, there were 658,623,268 shares of Exelon common stock outstanding and entitled to vote. We will have a quorum and will be able to conduct business at the annual meeting if a majority of these outstanding shares are present at the annual meeting, either in person or by proxy. Abstention and broker non-votes on any proposal to be acted upon by shareholders will be treated as present at the annual meeting for purposes of quorum.

What vote is needed for the proposals to be adopted?

Will any business other than discussed in this proxy statement be considered or acted upon at this annual meeting?

No. Exelon’s bylaws required the submission to the company by November 19, 2008 of advance notice of all director nominations and shareholder proposals to be considered at the 2009 annual meeting, regardless of whether the proponent seeks inclusion of their nomination or proposal in this proxy, or intends to solicit their own proxies. Since Exelon did not receive notice of any other matters (except that which is included in this proxy statement), no other nominations or proposals shall be considered at the 2009 annual meeting. A copy of our bylaws is available on Exelon’s website at www.exeloncorp.com, under the investor relations tab.

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How can I submit a proposal for consideration at the 2010 annual meeting?

In order to be considered for the 2010 annual meeting, shareholder proposals must be submitted before Thursday, November 19, 2009, in writing to our principal executive office in care of Ms. Katherine K. Combs, Senior Vice President, Corporate Governance, Corporate Secretary and Deputy General Counsel, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. To be effective, the notice must disclose fully all ownership interests the proponent has in Exelon and contain a representation as to whether the shareholder has any intention of delivering a proxy statement to the other shareholders of Exelon. The proposal must also meet the other requirements of the rules of the SEC relating to shareholder proposals.

How can I recommend or nominate someone to be a director of Exelon?

A shareholder who wishes to recommend a candidate (including a self-nomination) to be considered by the Exelon corporate governance committee for nomination as a director must submit the recommendation in writing to Mr. M. Walter D’Alessio, Chairman of the Corporate Governance Committee, c/o Katherine K. Combs, Senior Vice President, Corporate Governance, Corporate Secretary and Deputy General Counsel, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. The corporate governance committee will consider all recommended candidates and self-nominees when making its recommendation to the full board of directors to nominate a slate of directors for election.

Who will count and certify the votes?

Representatives from Broadridge Investor Communication Solutions and Exelon’s Office of Corporate Governance will count the votes and certify the election results. The results will be available on the investor relations page of our website by May 5, 2009, and will also be published in Exelon’s second quarter SEC report on Form 10-Q.

How can I attend the annual meeting?

Admittance to the annual meeting is limited to shareholders who are eligible to vote or their authorized representatives. If you are a Holder of Record and wish to attend the annual meeting, you must present both state-issued photo identification and any of the following in order to gain admission into the meeting:

If your shares are held in the name of a bank, broker or other nominee, and you wish to attend the annual meeting, you must bring state-issued photo identification along with proof of ownership, such as an account statement that clearly shows that you held Exelon common stock on the record date or a legal proxy obtained from your bank, broker or other nominee. Alternatively, you may obtain a ticket by sending your request and a copy of proof of your ownership to: Annual Meeting Admission Tickets c/o Katherine K. Combs, Senior Vice President, Corporate Governance, Corporate Secretary and Deputy General Counsel, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398.

No cameras, recording equipment, electronic devices, large bags, backpacks, briefcases or packages will be permitted in the meeting room or adjacent areas. All other items may be subject to search.

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Can I view or receive the proxy materials electronically?

Yes, simply log into www.proxyvote.com and follow the instructions to consent to the electronic delivery of materials. If you are a street name shareholder, please check the information provided by your bank, broker or other nominee concerning the availability of this service.

How can I avoid duplicate mailings?

If you received more than one set of materials, you may request “householding” by calling the Exelon Shareowner Services Helpline at 1-800-626-8729 and speaking to a customer service representative. Householding allows Exelon to send a single annual report and proxy statement to two or more shareholders who share the same address, subject to certain conditions.

If your household received only one copy and you wish to receive another, or if you wish to remove your account from the householding program, please call the Exelon Shareowner Services Helpline at 1-800-626-8729 and speak to a customer service representative or submit your request in writing to Exelon Corporation c/o BNY Mellon Shareowner Services P.O. Box 358016, Pittsburgh, PA 15252-8016.

2. Corporate Governance at Exelon

The Board’s Function and Structure

Exelon’s business, property and affairs are managed under the direction of the board of directors. The board is elected by shareholders to oversee management of the company in the long-term interest of all shareholders. The board considers the interests of other constituencies, which include customers, employees, annuitants, suppliers, the communities we serve, and the environment. The board is committed to ensuring that Exelon conducts business in accordance with the highest standards of ethics, integrity, and transparency.

The Exelon board and those of its predecessor companies have monitored governance trends and implemented best practices for many years. As a result, Exelon already had in place many of the governance structures and processes that were required as governance reforms following the enactment of the Sarbanes-Oxley Act of 2002. Foremost among these were the Exelon Corporate Governance Principles. These principles are revised from time to time to reflect emerging governance trends and to better address the particular needs of the corporation as they change over time.

The Exelon Corporate Governance Principles, the Exelon Code of Business Conduct, the Exelon Amended and Restated Bylaws, and the charters for the audit, corporate governance, compensation and other committees of the board of directors are available on the Exelon website at www.exeloncorp.com, under the investor relations tab. Copies may be printed from the Exelon website and copies are available without charge to any shareholder who requests them by writing to Katherine K. Combs, Senior Vice President, Corporate Governance, Deputy General Counsel and Corporate Secretary, Exelon Corporation, P.O. Box 805398, Chicago, Illinois 60680-5398.

Board/Committee/Director Evaluation

The board has a three-part annual evaluation process that is coordinated by the corporate governance committees: committee self-evaluations; a full board evaluation; and the evaluation of the individual directors in the class whose term is expiring at the next annual meeting. The committee self-assessments consider whether and how well each committee has performed the responsibilities in its charter, whether the committee members possess the right skills and experience to perform their responsibilities or whether additional education or training is required, whether there are sufficient meetings covering the right topics, and whether the meeting materials are effective. The full board evaluation considers the following, in light of the committee self-assessments: (1) the effectiveness of the board organization and committee structure; (2) the quality of meetings, agendas, presentations and meeting materials; (3) the effectiveness of director preparation and participation in discussions; (4) the effectiveness of director selection, orientation and continuing education processes; (5) the effectiveness of the process for establishing the Chief Executive Officer’s (“CEO’s”) performance criteria and evaluating his performance; and (6) the quality of administrative planning and logistical support.

Individual director performance assessments involve a discussion among the members of the corporate governance committee of each director’s performance using the performance expectations for directors contained in the Corporate Governance Principles. In addition, the chairman of the corporate governance committee or the chairman of the board provides individual feedback, as necessary. All assessments focus on both strengths and opportunities for improvement.

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Director Education

The board has a program, overseen by the corporate governance committee, for orienting new directors and providing continuing education for all directors. The orientation program is tailored to the needs of each new director depending on his or her level of experience serving on other boards and knowledge of the company or industry acquired before joining the board. All new directors receive materials about Exelon, the board and board policies and operations. Each new director is scheduled for meetings with the CEO and each executive vice president and members of his or her staff for a briefing on the executive’s responsibilities, programs and challenges. New directors are also scheduled for tours of various company facilities, depending on their orientation needs (incumbent directors are also invited to participate in the site visits, if available).

Continuing director education is primarily delivered during portions of regular board and committee meetings and focuses on the topics necessary to enable the board to consider effectively issues before them at that time (such as new regulatory or accounting standards). The education often takes the form of “white papers,” covering timely subjects or topics, which a director can review before the meeting and ask questions about during the meeting. The audit committee devotes a full meeting each year to educating the committee members about new accounting rules and standards, and topics that are necessary to having a good understanding of our accounting practices and financial statements. Both the energy delivery oversight committee and the generation oversight committee use site visits as a regular part of education for their members: (1) the generation oversight committee holds each meeting at a different generating station (nuclear, fossil and hydro) and the agenda always includes a briefing by local plant management, a tour of the facility and lunch with plant personnel; and (2) the energy delivery oversight committee periodically tours substations, transmission and distribution lines, call centers and other facilities. The company pays the cost for any director to attend outside director education seminars on corporate governance or other topics relevant to their service as directors.

Process for Shareholder Communications with the Board

Shareholders and other interested persons can communicate with the chairman of the corporate governance committee or with the independent directors as a group by writing to them, c/o Ms. Katherine K. Combs, Senior Vice President, Corporate Governance, Corporate Secretary and Deputy General Counsel, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. The board has instructed the corporate secretary to review communications initially and transmit a summary to the directors and to exclude from transmittal any communications that are commercial advertisements, other forms of solicitation, general shareholder service matters or individual service or billing complaints. Under the board policy, the corporate secretary will forward to the directors any communication raising substantial issues. All communications are available to the directors upon request. Shareholders may also report an ethics concern with the Exelon Ethics Hotline by calling 1-800-23-Ethic (1-800-233-8442). You may also report an ethics concern via the Internet at EthicsOffice@ExelonCorp.com.

Information About the Board of Directors and Committees

The board of directors met 13 times during 2008. The board also attended a two-day strategy retreat with the senior officers of Exelon and subsidiary companies. All directors attended at least 75% of all board and committee meetings that they were eligible to attend, with an average attendance of over 93% across all directors for all board and committee meetings. Although Exelon does not have a formal policy requiring attendance at the annual shareholders meeting, all directors generally attend the annual meeting and all of them did so in 2008.

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The board has six standing committees: audit, compensation, corporate governance, risk oversight, energy delivery oversight and generation oversight. The committees and their membership during 2008 are presented below.

All of the directors, except Mr. Rowe, are determined to be “independent” under the listing standards of the NYSE and Exelon’s Corporate Governance Principles.

Board Committee Charters

Each board committee operates pursuant to a written charter approved by the board of directors. Copies of the committee charters are available on Exelon’s website at www.exeloncorp.com on the “Investor Relations” page under the link “Corporate Governance–Board Committees.”

Audit Committee

The audit committee held 11 meetings during 2008. The board has determined that all members of the audit committee are “independent,” as that term is defined in Section 10A of the Securities Exchange Act of 1934, as amended, the related SEC rules, the New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Principles. As required by the rules of the NYSE, the board of directors has determined that all members of the audit committee are financially literate and have accounting or related financial management expertise, as the board in its business judgment interprets those qualifications. In addition, the board of directors has determined that all members of the committee are “audit committee financial experts,” as defined by SEC regulations.

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The audit committee’s principal duties, as discussed in its charter, include:

The committee meets outside the presence of management for portions of its meetings to hold separate discussions with the independent accountant, the internal auditors and the chief legal officer.

Report of the Audit Committee

In fulfilling its responsibilities, the audit committee has reviewed and discussed the audited financial statements contained in the 2008 Annual Report on SEC Form 10-K with Exelon Corporation’s management and the independent accountant. The Exelon audit committee discussed with the independent accountant the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Exelon audit committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee regarding independence and has discussed with the independent accountant the independent accountant’s independence.

In reliance on the reviews and discussions referred to above, the Exelon audit committee recommended to the Exelon board of directors (and the Exelon board of directors has approved) that the audited financial statements be included in Exelon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, for filing with the SEC.

The committee has a charter that has been approved by the Exelon board of directors.

Compensation Committee

The compensation committee met five times during 2008. All members of the committee are independent directors.

The compensation committee’s principal duties, as discussed in its charter, include:

The compensation committee has a charter that has been approved by the board of directors.

Pursuant to the compensation committee’s charter, the committee is authorized to retain and terminate, without board or management approval, the services of an independent compensation consultant to provide advice and assistance, as

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the committee deems appropriate. The committee has the sole authority to approve the consultant’s fees and other retention terms, and reviews the independence of the consultant and any other services that the consultant or the consultant’s firm may provide to the company. The chair of the compensation committee reviews, negotiates and executes an engagement letter with the compensation consultant. The compensation consultant directly reports to the committee. The committee engaged Mr. Richard Meischeid, Managing Principal of Towers Perrin, as its independent compensation consultant for 2008.

As part of its ongoing services to the compensation committee, the compensation consultant supports the committee in executing its duties and responsibilities with respect to Exelon’s executive compensation programs by providing information regarding market trends and competitive compensation programs and strategies. In supporting the compensation committee, the compensation consultant does the following:

Exelon’s human resources staff and senior management use the data provided by the compensation consultant to prepare documents for use by the compensation committee in preparing their recommendations to the full board of directors or, in the case of the CEO, the independent directors, on compensation for the senior executives.

In addition to its general responsibilities, the compensation consultant attends the compensation committee’s meetings, if requested. The committee, or Exelon’s management on behalf of the committee, may also ask the compensation consultant to perform other executive and non-executive compensation-related projects. The committee has established a process for determining whether any significant additional services will be needed and whether a separate engagement for such services is necessary.

In 2008, the compensation consultant also worked with Exelon’s corporate governance committee to provide market data regarding director compensation at the same peer group of companies as is used for benchmarking executive compensation.

In order to ensure the independence of the compensation consultant, the committee requires that Mr. Meischeid and his associates providing services to the compensation committee have no direct involvement with any other aspects of Towers Perrin’s relationship with Exelon (other than the director compensation services performed for the corporate governance committee), and that no element of their compensation be based on any consideration of the revenues for other services that Towers Perrin may provide to Exelon. A different office of Towers Perrin provides Exelon certain actuarial and other services relating to pension and post-retirement plans and other benefits, including related financial calculations for SEC disclosures, human resources technology support, and occasional special studies. The amount of revenues for such other services is regularly reported to the compensation committee.

Executive officers are involved in evaluation of the performance and development of initial recommendations with respect to compensation adjustments; however, the compensation committee (and the independent directors and the full board of directors, respectively, with respect to the compensation of the CEO and the executive vice presidents and the ComEd CEO) makes the final determinations with respect to compensation programs and adjustments. Under Exelon’s Corporate Governance Principles, the CEO is considered an invited guest and is welcome to attend the meetings of the compensation committee, except when the compensation committee meets in executive session to discuss, for example, the CEO’s own compensation. The CEO cannot call meetings of the compensation committee.

Management, including the executive officers, makes recommendations as to goals for the incentive compensation programs that are aligned with Exelon’s business plan. The compensation committee reviews the recommendations and

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establishes the final goals. The compensation committee strives to ensure that the goals are consistent with the overall strategic goals set by the board of directors (including the individual goals of subsidiaries, as appropriate), that they are sufficiently difficult to meaningfully incent management performance, and, if the targets are met, that the payouts will be consistent with the design for the overall compensation program. Executive officers take an active role in evaluating the performance of the executives who report to them, directly or indirectly, and in recommending the amount of compensation their subordinate executives receive. Executive officers review peer group compensation data for each of their subordinates in conjunction with their annual performance reviews to formulate a recommendation for base salary and whether to apply an individual performance multiplier to the subordinate executive’s annual incentive payout, and if so, the amount of the multiplier. Executive officers generally do not make recommendations with respect to annual and long-term incentive target percentages or payouts. The CEO reviews all of the recommendations of the executive officers before they are presented to the compensation committee. The human resources function provides to the compensation committee and the independent directors data showing the history of the CEO’s compensation and data that analyzes the cost of a range of several alternatives for changes to the CEO’s compensation, but neither the executive officers nor the CEO makes any recommendation to the compensation committee or the independent directors with respect to the compensation of the CEO.

The compensation committee has delegated to the CEO the authority to make off-cycle awards to employees who are not subject to the limitations of Section 162(m), are not executive officers for purposes of reporting under Section 16 of the Securities Exchange Act of 1934, and are not executive vice presidents or higher of Exelon, provided that such authority is limited to making grants of up to 1,200,000 options in the aggregate, and 20,000 options per recipient in any year. The compensation committee reviews and ratifies these grants. On rare occasions, stock options are granted to new hires on the date they commence employment. One off-cycle grant of stock options was made in 2008 to a recently-promoted officer who should have received a grant in January 2008 when the annual stock option grants were made. In addition, the CEO has been delegated authority from the compensation committee to adjust base salaries for retention purposes or unique circumstances for officers who are not executive vice presidents or higher.

Corporate Governance Committee

The corporate governance committee met five times in 2008. All members of the committee are independent directors.

The corporate governance committee’s principal duties, as discussed in its charter, include:

The committee may act on behalf of the full board when the board is not in session. The committee utilizes an independent compensation consultant to assist it in evaluating directors’ compensation, and for this purpose it

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periodically asks the consultant to prepare a study of the compensation of the company’s directors compared to the directors of companies in the same peer group used for executive compensation. This study is used as the basis for the corporate governance committee’s recommendations to the full board with respect to director compensation. The corporate governance committee may utilize other consultants, such as specialized search firms to identify candidates for director.

Director Nomination Process

The corporate governance committee serves as the nominating committee and recommends director nominees. The board of directors receives the proposed nominations from the corporate governance committee and approves the nominees to be included in the Exelon proxy materials that are distributed to shareholders.

The corporate governance committee considers all candidates for director, including both directors currently serving on the board whose term is expiring and candidates recommended by shareholders and others. The committee may also utilize specialized search firms to identify and assess potential candidates. The committee periodically assesses the board’s needs for skills and experience in light of current and future needs. All candidates are considered in light of the following standards and qualifications for director that are contained in the Exelon Corporate Governance Principles:

Risk Oversight Committee

The risk oversight committee met four times in 2008.

The risk oversight committee’s principal duties, as discussed in its charter, include:

Energy Delivery Oversight Committee

The energy delivery oversight committee met five times in 2008.

The energy delivery oversight committee’s principal duties, as discussed in its charter, include:

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Generation Oversight Committee

The generation oversight committee met four times in 2008.

The generation oversight committee’s principal duties, as discussed in its charter, include:

Proposal 1: Election of Directors

Our board is composed of 16 members. In 2007, we amended the Articles of Incorporation to declassify the board of directors over a three-year period. As a result, this year both Class II and Class III directors are standing for election to one-year terms; prior to declassification, each class served staggered three-year terms, with only one class standing for election each year. Beginning in 2010, all directors will be elected annually to serve for one-year terms.

Upon the recommendation of the corporate governance committee, the board nominated the following 10 candidates for election as directors, each to serve a one-year term:

Each of the following nominees has agreed to be named in this proxy statement and to serve as a director, if elected.

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Class II and III Directors to be Elected for a Term of One Year

		John A. Canning, Jr. Director since 2008 Age 64   Member-Audit Committee Member-Compensation Committee   Mr. Canning is the Chairman and co-founder of Madison Dearborn Partners, LLC, a private equity investment firm. Prior to co-founding Madison Dearborn Partners, Mr. Canning spent 24 years with First Chicago Corporation. He has 28 years of experience in private equity investing. Mr. Canning is a director and the Chairman of the Federal Reserve Bank of Chicago. He is also a Commissioner of the Irish Pension Reserve Fund.
		M. Walter D’Alessio Director since 2000 Age 75   Presiding Director Chair-Corporate Governance Committee Member-Compensation Committee   Mr. D’Alessio serves as presiding director, who leads the discussion when the non-management directors meet in executive session. With the chair of the compensation committee, he also leads the discussion during the executive session to evaluate the chief executive officer and determine his compensation. He is Vice Chairman of NorthMarq Capital (a real estate investment banking firm) and is Senior Managing Director of NorthMarq Advisors (a real estate consulting group), positions he has held since July 2003. Prior to that, he was the Chairman and CEO of Legg Mason Real Estate Services, Inc. (from 1982 through July 2003). He is the Chairman of the board of Brandywine Real Estate Investment Trust, Chairman of the board of Independence Blue Cross, a director of the Federal Home Loan Bank Board of Pittsburgh and a director of the Pennsylvania Real Estate Investment Trust. He also serves on the Board of PECO Energy Company, an Exelon subsidiary (“PECO”).
		Bruce DeMars Director since 2000 Age 73   Chair-Generation Oversight Committee Member-Audit Committee Member-Corporate Governance Committee Member-Energy Delivery Oversight Committee   Admiral DeMars is a Retired Admiral, United States Navy. From 1988 until his retirement from the Navy in October 1996, Admiral DeMars was the Director of the Naval Nuclear Propulsion Program, a joint Department of the Navy/Department of Energy program responsible for the design, construction, maintenance, operation and final disposal of nuclear reactor plants for the U.S. Navy. Admiral DeMars is also a director of Oceanworks International, Inc.

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		Nelson A. Diaz Director since 2004 Age 61   Member-Energy Delivery Oversight Committee Member-Generation Oversight Committee Member-Risk Oversight Committee   Judge Diaz has been Of Counsel to Cozen O’Connor, a Philadelphia-based law firm since May 2007. He was previously a partner of Blank Rome LLP (a law firm), from March 2004 through May 2007, and from February 1997 through December 2001. He served as the City Solicitor for the City of Philadelphia from December 2001 through January 2004, and Judge of the Court of Common Pleas, First Judicial District of Pennsylvania, from 1981 to 1993. He also served as General Counsel, United States Department of Housing and Urban Affairs, from 1993 to 1997. He also serves as a director of PECO.
		Rosemarie B. Greco Director since 2000 Age 62   Chair-Compensation Committee Member-Energy Delivery Oversight Committee   Ms. Greco serves as a Senior Advisor to the Governor of Pennsylvania-Health Care Reform. She served as the director of the Governor’s Office of Health Care Reform for the Commonwealth of Pennsylvania from January 2003 through December 2008. She is also the founding principal of GRECOVentures Ltd., a private management consulting firm. She was formerly President of CoreStates Financial Corporation and former Director, President and CEO of CoreStates Bank, N.A. She is a director of Sunoco, Inc. and Pennsylvania Real Estate Investment Trust. She is also a trustee of SEI Investment Management Corp., a subsidiary of SEI Investments, Co. She also serves as a director of PECO.
		Paul L. Joskow, Ph. D. Director since 2007 Age 61   Member-Audit Committee Member-Energy Delivery Oversight Committee Member-Risk Oversight Committee   Professor Joskow has been the President of the Alfred P. Sloan Foundation since January 1, 2008. He is also the Elizabeth and James Killian Professor of Economics and Management at the Massachusetts Institute of Technology (“MIT”). He was Director of the MIT Center for Energy and Environmental Policy Research from 1999 to 2007. Professor Joskow joined the MIT faculty in 1972 and was head of the MIT Department of Economics from 1994 to 1998. He is a Fellow of the American Academy of Arts and Sciences and the Econometric Society. He has served on the U.S. Environmental Protection Agency’s (“EPA”) Acid Rain Advisory Committee, on the Environmental Economics Committee of EPA’s Science Advisory Board, and on the National Commission on Energy Policy. He is a director of TransCanada Corporation and a Trustee of the Putnam Mutual Funds. Professor Joskow is also a trustee of Yale University.

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		John M. Palms, Ph. D. Director since 2000 Age 73   Chair-Audit Committee Member-Corporate Governance Committee Member-Generation Oversight Committee Member-Risk Oversight Committee   Dr. Palms is a Distinguished President Emeritus and Distinguished University Professor Emeritus of the University of South Carolina. He served as the President of the University of South Carolina from 1991 through June 2002 and as Distinguished University Professor from 2002 through 2007. He is the former President of Georgia State University, and the former Vice President for Academic Affairs and the Charles Howard Chandler Professor of Radiation and Environmental Physics at Emory University. He is the Chairman of the board of directors of Assurant Inc., and also serves on the boards of Computer Task Group, Inc. and the Geo Group. In addition, Dr. Palms is the Chairman of the board of trustees of the Institute for Defense Analyses, and was formerly a member of the National Nuclear Accreditation Board and the Advisory Council for the Institute of Nuclear Power Operations.
		John W. Rogers, Jr. Director since 2000 Age 50   Member-Corporate Governance Committee Member-Risk Oversight Committee   Mr. Rogers is the founder, Chairman and CEO of Ariel Investments, LLC, an institutional money management firm and serves as trustee of the Ariel Investment Trust. He is a director of Aon Corporation and McDonald’s Corporation. He is also a director of Commonwealth Edison Company, an Exelon subsidiary (“ComEd”).
		John W. Rowe Director since 2000 Age 63   Mr. Rowe has served as a Director and as Chief Executive or Co-Chief Executive Officer of Exelon since its formation in October of 2000. He has served as Chairman and Chief Executive Officer since April of 2002. At various times since 2000, he has also held the title of President of Exelon. He previously served as Chairman, President and Chief Executive Officer of Unicom Corporation and Commonwealth Edison Company. He also serves as a director of Sunoco, Inc. and The Northern Trust Corporation. He serves as Chairman and director of PECO.
		Stephen D. Steinour Director since 2007 Age 50   Member-Audit Committee Member-Compensation Committee Member-Generation Oversight Committee   In January 2009, Mr. Steinour was elected the Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated, a regional bank holding company. He was the Chairman and Managing Partner of Cross Harbor Capital Partners, a private equity firm, from 2008 through January 2009. He was previously President and CEO of Citizens Financial Group, Inc., a multi-state commercial bank holding company, a position that he held from 2006 through 2008. From 2005 through 2006, he served as Vice Chairman and Chief Executive Officer of Citizens Mid-States regional banking. He served as Vice Chairman and Chief Executive Officer of Citizens Mid-Atlantic Region from 2001 to 2005.

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Continuing Class I Directors With Terms Expiring in 2010

		Nicholas DeBenedictis Director since 2002 Age 63   Chair-Energy Delivery Oversight Committee Member-Corporate Governance Committee Member-Generation Oversight Committee   Mr. DeBenedictis is the Chairman (since 1993) and Chief Executive Officer (since 1992) of Aqua America Inc., a water utility with operations in 13 states. Aqua America is the second largest U.S.-based, publicly-traded water and wastewater company in the country. Mr. DeBenedictis has also served in two cabinet positions in the Pennsylvania government, as Secretary of the Pennsylvania Department of Environmental Resources and as Director of the Office of Economic Development. He also spent eight years with the U.S. Environmental Protection Agency and was President of the Greater Philadelphia Chamber of Commerce for three years. Mr. DeBenedictis also serves as a director of Met-Pro Corporation, and P.H. Glatfelter, Inc.
		Sue L. Gin Director since 2000 Age 67   Chair-Risk Oversight Committee Member- Audit Committee Member-Corporate Governance Committee   Ms. Gin is the Founder, Owner, Chairman and CEO of Flying Food Group, LLC, an airline catering and fresh meal production company serving international airlines and specialty retailers. She has served as its Chairman and Chief Executive Officer since 1983. She is also the owner and founder of New Management, Ltd., a real estate sales, leasing, management and development firm, and has served as its President since 1977. Ms. Gin is a director of Centerplate, Inc. She is also a director of ComEd.
		Richard W. Mies Director since 2009 Age 64   Member-Generation Oversight Committee   Admiral Mies is President and Chief Executive Officer of The Mies Group, Ltd., a private consulting firm. Admiral Mies retired from the United States Navy in 2002 following 35 years of service. A nuclear submariner, Admiral Mies commanded the United States Strategic Command for four years prior to his retirement. Following his military service, Admiral Mies served as a Senior Vice President of Science Applications International Corporation and as President and Chief Executive Officer of its wholly-owned subsidiary, Hicks and Associates, until September 2007. Admiral Mies is also a director of McDermott International, Inc. and Mutual of Omaha. He is also a member of the Board of Governors of Los Alamos and Lawrence Livermore National Security LLC’s.

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		William C. Richardson, Ph. D. Director since 2005 Age 68   Member-Audit Committee Member-Compensation Committee Member-Corporate Governance Committee Member-Risk Oversight Committee   Dr. Richardson is the President and Chief Executive Officer Emeritus of the W.K. Kellogg Foundation, a private foundation, and the President and Chief Executive Officer Emeritus of Johns Hopkins University. Dr. Richardson served as the President and CEO of the W. K. Kellogg Foundation from 1995 through his retirement in July 2005. He was the President of Johns Hopkins University from 1990 through 1995, and Executive Vice President and Provost of Pennsylvania State University from 1984 through 1990. He is also a director of The Bank of New York Mellon Corporation and a member of the Institute of Medicine, National Academy of Sciences.
		Thomas J. Ridge Director since 2005 Age 63   Member-Energy Delivery Oversight Committee   Governor Ridge is President of Ridge Global LLC, a consulting firm. He is also a strategic limited partner in Doheny Global Group, a U.S.-based international developer of energy facilities. He served as Secretary of the United States Department of Homeland Security from January 2003 through January 2005, and Assistant to the President for Homeland Security (an Executive Office created by President George W. Bush) from October 2001 through December 2002. He served as Governor of the Commonwealth of Pennsylvania from 1994 through October 2001. He is also a director of The Hershey Company and Vonage Holdings Corp. He also serves as a director of PECO.
		Don Thompson Director since 2007 Age 45   Member-Energy Delivery Oversight Committee Member-Generation Oversight Committee   Mr. Thompson is President of McDonald’s USA, a restaurant business. Previously, he served as Executive Vice President and Chief Operating Officer, McDonald’s USA, and as the Executive Vice President for McDonald’s restaurant solutions group and the President of McDonald’s West Division.

The Board has a mandatory retirement policy, under which directors retire at the end of the calendar year in which he or she reaches the age of 72. The board suspended the policy after the termination of the PSEG merger agreement in 2006. It had been anticipated that several senior directors would have retired and been succeeded by new directors coming from the PSEG board. When that did not happen, the board wished to retain the senior directors until appropriate successors could be recruited. Accordingly, the board has suspended the mandatory retirement policy for Messrs. DeMars and Palms until the end of the calendar year in which they turn 75, and for Mr. D’Alessio until the end of the calendar year in which he turns 76.

If any director is unable to stand for election, the board may reduce the number of directors in that class or designate a substitute. In that case, shares represented by proxies may be voted for a substitute director in that class. Exelon does not expect that any director nominee will be unable to serve.

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Director Independence

Under Exelon’s Corporate Governance Principles, a substantial majority of the board must be composed of independent directors, as defined by the NYSE. In addition to complying with the NYSE rules, Exelon monitors the independence of audit and compensation committee members under rules of the SEC (for members of the audit and compensation committees) and the Internal Revenue Service (for members of the compensation committee). The board has adopted independence criteria corresponding to the NYSE rules for director independence and the following categorical standards to address those relationships that are not specifically covered by the NYSE rules:

Each year, directors are requested to provide information about their business relationships with Exelon and its affiliates, including other boards on which they may serve, and their charitable, civic, cultural and professional affiliations. We also gather information on significant relationships that their immediate family members may have with Exelon and its affiliates. All relationships are evaluated for materiality. Data on all relationships are presented to the corporate governance committee, which reviews the data and makes recommendations to the full board regarding the materiality of such relationships for the purpose of assessing director independence. The full board reviews the same data considered by the corporate governance committee in making the final determination of independence.

Each of the directors named below was affirmatively determined by our board of directors to be “independent” under applicable guidelines presented above. The information below describes certain director relationships or arrangements that were considered by the board in determining whether the named director was “independent,” as defined under the NYSE rules and the categorical standards specified in the company’s corporate governance principles. In all cases, the amounts involved in the transactions between Exelon and its affiliates, on the one hand, and the companies with which a director or an immediate family member is associated, on the other hand, fell below the thresholds specified by the NYSE rules and the categorical standards specified in Exelon’s Corporate Governance Principles.

Because Exelon provides utility services through its subsidiaries (ComEd, PECO and Exelon Energy) and many of its directors live in and are civic leaders in areas served by the Exelon subsidiaries, many of the directors are affiliated with businesses and charities that receive utility services from Exelon’s subsidiaries. Similarly, because Exelon and its subsidiaries make substantial charitable contributions in the communities they serve, many of Exelon’s directors are affiliated with charities that receive contributions from Exelon and its subsidiaries. The board has found that these relationships do not impair the directors’ independence since the amounts are immaterial and no other factors are present.

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John A. Canning, Jr.

Mr. Canning serves as the Chairman of the board and a director of a bank that receives funds for Exelon employee savings bonds. Mr. Canning also serves as the director of a company that provides services to Exelon. Mr. Canning serves on the boards of seven charitable or tax-exempt organizations that receive support from Exelon and ComEd. All payments were immaterial under the applicable independence criteria.

M. Walter D’Alessio

Mr. D’Alessio is an executive officer of two companies whose common parent company is a customer of ComEd. Mr. D’Alessio also serves as a director of three companies, all of which are customers of PECO and one of which provides services to certain Exelon entities. In addition, Mr. D’Alessio serves on the advisory board of a bank that is a PECO customer and provides some financial services to Exelon. Mr. D’Alessio also serves on the boards of five charitable organizations that receive contributions from Exelon and PECO. All payments were immaterial under the relevant independence criteria.

Nicholas DeBenedictis

Mr. DeBenedictis is an executive officer of a water public utility that is a customer of PECO and ComEd and that provides services to certain PECO facilities. Mr. DeBenedictis also serves as a director of two public companies that are customers of PECO and ComEd; one provides services to Exelon. Mr. DeBenedictis also serves as a director of a company that is a customer of PECO and provides services to PECO. In addition, Mr. DeBenedictis serves on the advisory board of a bank that is a PECO customer and provides some financial services to Exelon. Mr. DeBenedictis also serves on the boards of six charitable or tax-exempt organizations that received contributions from Exelon and PECO. All payments were immaterial under the applicable independence criteria.

Bruce DeMars

Admiral DeMars served through May 2008 as a director of a company that has a subsidiary that provides services to Exelon Generation. Admiral DeMars is the Chairman of a tax-exempt organization that has received support from Exelon, and a member, but not an officer or director, of a tax-exempt organization that has received support from Exelon in previous years. All payments were immaterial under the applicable independence criteria.

Nelson A. Diaz

Mr. Diaz is Of Counsel to a law firm that provides legal services to Exelon. Mr. Diaz does not work on any matters relating to Exelon and the board does not consider that Exelon’s relationship with the law firm impairs Mr. Diaz’s independence. In addition, Mr. Diaz serves on the advisory board of a bank that is a PECO customer and has provided some financial services to Exelon. Mr. Diaz also serves on the boards of four charitable or tax-exempt organizations that received contributions from Exelon and PECO. Mr. Diaz’s wife serves on the boards of two charitable organizations that received contributions from Exelon and PECO. All payments were immaterial under the applicable independence criteria.

Sue L. Gin

Ms. Gin is the owner of three companies that are customers of ComEd and one is also a customer of Exelon Energy. Ms. Gin owns eight individual residential properties that are customers of ComEd. Ms. Gin also serves on the boards of nine charitable organizations that received contributions from Exelon and ComEd. All payments were immaterial under the applicable independence criteria.

Rosemarie B. Greco

Until the end of 2008, Ms. Greco served as executive director of the Governor’s Office of Health Care Reform of the Commonwealth of Pennsylvania. Although Exelon makes tax and other required payments to the Commonwealth of Pennsylvania and the Commonwealth is a PECO customer, none of those payments were made directly to or from the office of which Ms. Greco served as Executive Director. Ms. Greco also serves as a director of three companies that are PECO customers, one of which is also a supplier to Exelon Generation and PECO. In addition, Ms. Greco serves on the board of seven charitable organizations that received contributions from Exelon and PECO. All payments were immaterial under the applicable independence criteria.

Dr. Paul L. Joskow

Professor Joskow’s brother is an officer of a subsidiary of a public company that performed services for Exelon in amounts below the threshold for materiality.

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Dr. John M. Palms

Dr. Palms is a Distinguished President Emeritus and Distinguished University Professor Emeritus of the University of South Carolina, to which Exelon has made contributions in previous years. He also served on the board of a charitable organization that has received support from Exelon. All payments were immaterial under the applicable independence criteria.

Dr. William C. Richardson

Dr. Richardson is a director of a public company that provides services to Exelon entities. Dr. Richardson served until August 2008 as a director of a public company that was a customer of and provided services to Exelon. Dr. Richardson also serves on the board of two tax-exempt or charitable organizations that received support from Exelon and ComEd. All payments were immaterial under the applicable independence criteria.

Thomas J. Ridge

Governor Ridge is a senior advisor to a major accounting firm that occasionally provided non-audit services to Exelon. He also serves on the board of a private company that provides services to Exelon. He also serves on the board of a charitable organization that received support from Exelon. All payments were immaterial under the applicable independence criteria.

John W. Rogers, Jr.

Mr. Rogers is an executive officer of a company that is a customer of ComEd. He also serves as a director of two companies that are ComEd customers; one is also a customer of PECO and Exelon Energy, and one also provides administrative services to Exelon. Mr. Rogers serves on the boards of twelve charitable or tax-exempt organizations that received contributions from Exelon and ComEd. Mr. Rogers’ wife serves on the board of two charitable organizations that received support from Exelon and ComEd. All payments were immaterial under the applicable independence criteria.

Stephen D. Steinour

Mr. Steinour is on the board of two charitable or tax-exempt organizations that received support from Exelon and PECO. All payments were immaterial under the applicable independence criteria.

Don Thompson

Mr. Thompson is an executive officer of a corporation that is a customer of ComEd, PECO and Exelon Energy. Mr. Thompson and his wife are also on the board of a charitable organization that received support from Exelon and ComEd. All payments were immaterial under the applicable independence criteria. Mr. Thompson’s wife serves on the boards of two other charitable organizations that received immaterial support from Exelon and ComEd.

Related Person Transaction Policy

Exelon has a written policy for the review and approval or the ratification of related person transactions. Transactions covered by the policy include commercial transactions for goods and services and the purchase of electricity or gas at non-tariff rates from Exelon or any of its subsidiaries by an entity affiliated with a director or officer of Exelon. The retail purchase of electricity or gas from ComEd or PECO at rates set by tariff, and transactions between or among Exelon or its subsidiaries are not considered. Charitable contributions approved in accordance with Exelon’s Contribution Guidelines are deemed approved or ratified under the Related Persons Transaction policy and do not require separate consideration and ratification.

Related Person Transactions in 2008

As required by the policy, the board reviewed all commercial, charitable, civic and other relationships with Exelon in 2008 that were disclosed by directors and executive officers of Exelon, ComEd and PECO, and by executive officers of Exelon Generation. The Office of Corporate Governance collected information about each of these transactions, including the related persons and entities involved and the dollar amounts either paid by or received by Exelon. The Office of Corporate Governance also conducted additional due diligence, where required to determine the specific circumstances of the particular transaction, including whether it was competitively bid or whether the consideration paid was based on tariffed rates.

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The corporate governance committee and the board reviewed detailed relationship charts showing the relationships, dollar amounts and other aspects of the transactions, as well as an analysis prepared by the Office of Corporate Governance which identified those related person transactions which required ratification or approval, under the terms of the policy, or disclosure under the SEC regulations. The corporate governance committee and the board considered the facts and circumstances of each related person transaction, including the amounts involved, the nature of the director’s or officer’s relationship with the other party to the transaction, whether the transaction was competitively bid and whether the price was fixed or determined by a tariffed rate.

The committee recommended that the board ratify all of the transactions. On the basis of the committee’s recommendation, the board did so. Several transactions were ratified because the related person served only as a director of the affiliated company, was not an officer or employee of the affiliated company and did not have a pecuniary or material interest in the transaction. For some of these transactions, the value or cost of the transaction was very small, and the board considered the de minimus nature of the transaction as further reason for ratifying it. The board approved and ratified other transactions that were the result of a competitive bidding process, and therefore were considered fairly priced, or arms length, regardless of any relationship. The remaining transactions were approved by the board, even though the director is an executive officer of the affiliated company, because the transactions involved only retail electricity or gas purchases under set, tariffed rates or the price and terms were determined as a result of a competitive bidding process.

All but one of the related person transactions did not require disclosure in this proxy statement because: (1) the related person served only as a director of the affiliated company and therefore did not have a material interest in the transaction; (2) the purchases were from utilities at tariffed rates; (3) the transaction was competitively bid; or (4) the transaction involved the services of a transfer agent or trustee.

There was one transaction subject to disclosure during 2008. McDonald’s Corporation and its subsidiaries purchase both gas and electricity from Exelon in the ordinary course of business. McDonald’s independently-owned and operated franchisees also purchase gas and electricity from Exelon in the ordinary course of business. Purchases made from ComEd and PECO are at tariffed rates and therefore do not require disclosure. Gas purchases made from Exelon Energy are made at market prices based on an independent, publicly available index (the monthly Natural Gas Index). Electricity purchases made from Exelon Energy are made at the fixed price for power in the ComEd Zone as determined by the PJM Interconnection. In 2008, McDonald’s USA procured electricity services from Exelon Energy at market rates in the amount of approximately $3,772,000 and gas services at market rates in the amount of approximately $1,926,000. McDonald’s USA will procure electricity and gas from Exelon Energy under the same agreements in 2009. Director Don Thompson is also President of McDonald’s USA. Director John Rogers is also a director of McDonald’s Corporation, of which McDonald’s USA is a subsidiary.

The corporate governance committee and the Exelon board reviewed the sales at market prices to McDonald’s as related person transactions and concluded that the transactions were in the best interests of Exelon because they involved the sale of electricity and gas in the ordinary course based on an independent, publicly available indices. There was no indication that either of Exelon’s directors were involved in the negotiations of the contracts or had any direct or indirect material interest in the transaction or influence over them. As compared to Exelon’s and McDonald’s overall sales, the transactions are immaterial, individually and in the aggregate.

Compensation of Non-Employee Directors

For their service as directors of the corporation, Exelon’s non-employee directors receive primarily cash and equity compensation. As an employee director, Mr. Rowe receives no additional compensation for service as a director. Admiral Mies is not included in the compensation charts or stock ownership tables because his appointment as a director was effective February 2, 2009.

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Fees Earned or Paid in Cash

Non-employee directors receive cash retainers for their service on the board, as chairs of committees, and as members of the audit and generation oversight committees. They also receive cash payments for attending meetings.

In July 2008, the Exelon board voted to increase director compensation to bring it in line with the median compensation of the peer group, which was the same group of companies used to benchmark executive compensation. All directors receive an annual retainer of $50,000 (an increase from the previous value of $45,000). Committee chairs receive an additional $10,000 per year (an increase from the previous value of $7,500). Members of the audit committee and generation oversight committee, including the committee chairs, continue to receive an additional $5,000 per year for their participation on these committees.

Directors receive $2,000 for each meeting of the board or board committee that they attend, whether in person or by means of teleconferencing or video conferencing equipment (an increase from the previous value of $1,500). Directors also receive a $2,000 meeting fee for attending the annual shareholders meeting and the annual strategy retreat.

Stock Awards

To align director’s interests with shareholders, Exelon pays a significant portion of director compensation in the form of deferred stock units. The deferred stock units are not paid out to the directors until they retire from the board, or upon reaching age 72, leaving these amounts at risk during the director’s entire tenure on the board.

In July 2008, the board voted to increase the amount of deferred stock units granted to directors each year from $85,000 to $100,000. Deferred stock units are granted and credited to a notional account maintained on the books of the corporation at the end of each calendar quarter based upon the closing price of Exelon common stock on the day the quarterly dividend is paid. Deferred stock units earn the same dividends available to all holders of Exelon common stock, which are reinvested in the account as additional units.

Deferred Compensation

Directors may elect to defer any portion of their cash compensation in a non-qualified multi-fund deferred compensation plan. Each director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds, including one fund composed entirely of Exelon common stock. Fund balances (including those amounts invested in the Exelon common stock fund) will be settled in cash and may be distributed in a lump sum or in annual installment payments upon a director’s reaching age 65, age 72 or upon retirement from the board. These funds are identical to those that are available to executive officers and are generally identical to those available to company employees who participate in the Exelon Employee Savings Plan. Directors and executive officers have one additional fund not available to employees that, through its composition, provides returns that can be in excess of 120% of the Federal long-term rate that is used by the IRS to determine above market returns. However, during 2008, none of the directors had investments in this fund.

Deferred Stock Unit and Deferred Compensation Payout

In June 2007, the board amended both the deferred stock unit plan and the deferred compensation plan to allow directors to elect distributions upon reaching age 72, in addition to age 65, or retirement from the board. The amendment also provided directors an opportunity to elect to take a one-time lump sum distribution from each plan in January 2008. The change was primarily designed to permit directors who had been kept on the board past their normal retirement age after the termination of the PSEG merger agreement to receive distributions at the same time as they would have had they retired as planned.

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The following table shows the payouts made from each plan in January 2008 pursuant to elections made by the directors in June 2007. Directors could also elect to receive their stock units in shares of Exelon common stock or have them converted to cash. For purposes of the distribution, stock units were valued at $81.64, the closing price on December 31, 2007 and for those directors with balances in the deferred compensation plan, each individual fund in which they were invested was valued at its December 31, 2007 closing price.

Other Compensation

Non-employee directors receive perquisites relating to the cost of a director’s spouse’s travel, meals, lodging and related activities when the spouses are invited to attend company or industry related events where it is customary and expected that directors attend with their spouses. The cost of such travel, meals and other activities is imputed to the director as additional taxable income. However, in most cases there is no incremental cost to Exelon of providing transportation and lodging for a director’s spouse when he or she accompanies the director, and the only additional costs to Exelon are those for meals and activities and to reimburse the director for the taxes on the imputed income. In 2008, the incremental cost to the company to provide these perquisites was less than $10,000 per director and the aggregate amount for all directors as a group, a total of 14 directors, was $24,438. The aggregate amount paid to all directors as a group (14 directors) for reimbursement of taxes on imputed income was $22,664. Exelon has a matching gift program available to employees and directors that matches their contributions to educational institutions up to $2,000 per year for employees and $5,000 per year for directors.

Expense Reimbursement

Exelon has a board compensation and expense reimbursement policy under which directors are reimbursed for reasonable travel to and from their primary residence and lodging expenses incurred when attending board and committee meetings or other events on behalf of Exelon, (including director’s orientation or continuing education programs, facility visits or other business related activities for the benefit of Exelon). Under the policy, Exelon will arrange for its corporate aircraft to transport groups of directors, or when necessary, individual directors, to meetings in order to maximize the time available for meetings and discussion.

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Compensation of Non-Employee Directors

Committee Membership Key:

Audit = Au, Chairman = Ch, Compensation = Co, Corporate Governance = CG, Energy Delivery Oversight = EDO, Generation Oversight = GO, Risk Oversight = RO

Notes

As of December 31, 2008, the directors held the following amounts of deferred Exelon stock units. The units are valued at the closing price of Exelon common stock on December 31, 2008, which was $55.61. Legacy plans include those stock units earned from Exelon’s predecessor companies, PECO Energy Company and Unicom Corporation. For Adm. DeMars and Mr. Rogers, the legacy deferred stock units reflect accrued benefits from the Unicom Directors Retirement Plan (which was terminated in 1997) and the Unicom 1996 Directors Fee Plan (which was terminated in 2000), respectively.

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3. Ownership of Exelon Stock

Stock Ownership Requirements for Directors and Officers

Under Exelon’s Corporate Governance Principles, all directors are required to own within five years after election to the board at least 5,000 shares of Exelon common stock or deferred stock units or share equivalents accrued in the Exelon common stock fund of the directors’ deferred compensation plan. The corporate governance committee utilized an independent compensation consultant who determined that, compared to its peer group, Exelon’s ownership requirement is reasonable.

Officers of Exelon (and its subsidiaries) are required to own certain amounts of Exelon common stock, depending on their seniority, by the later of five years after their employment or promotion to their current position. The objective is to encourage officers to think and act like owners. The ownership guidelines are expressed as both a fixed number of shares and a multiple of annualized base salary to avoid arbitrary changes to the ownership requirements that could arise from ordinary course volatility in the market price for Exelon’s shares. The minimum stock ownership targets by level are the lesser of the fixed number of shares or the multiple of annualized base salary. The number of shares was determined by taking the following multiples of the officer’s base salary as of the latest of September 30, 2008 or the date of hire or promotion: (1) Chairman and CEO, five times base salary; (2) executive vice presidents, three times base salary; (3) presidents and senior vice presidents, two times base salary; and (4) vice presidents and other executives, one times base salary. Ownership is measured by valuing an executive’s holdings using the 60-day average price of Exelon common stock as of the appropriate date. Shares held outright, earned non-vested performance shares, and deferred shares count toward the ownership guidelines; unvested restricted stock and stock options do not count for this purpose. In 2007 the compensation committee terminated the stock ownership requirements for ComEd officers (including Mr. Clark) in light of the continuing efforts to recognize ComEd’s independence and the compensation committee’s recommendation that ComEd officers participate in a separate cash-based long-term incentive program instead of receiving Exelon performance shares. As of December 31, 2008, the named executive officers (“NEOs”) held the following amounts of stock relative to the applicable guidelines:

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Beneficial Ownership Table

The following table shows the ownership of Exelon common stock as of December 31, 2008 or by each director, each NEO in the Summary Compensation Table, and for all directors and executive officers as a group.

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Other Significant Owners of Exelon Stock

Shown in the table below are those owners who are known to Exelon to hold more than 5% of the outstanding common stock. This information is based on the most recent Schedule 13G filed by each owner with the SEC.

Capital World Investors and Capital Research Global Investors are each divisions of Capital Research and Management Company. Capital World Investors disclosed in its Schedule 13G that it disclaims beneficial ownership of all shares and it has sole voting power over 734,000 shares and sole dispositive power over all shares. Capital Research Global Investors disclosed in its Schedule 13G that it disclaims beneficial ownership of all shares and it has sole voting power over 25,451,720 shares and sole dispositive power over all shares.

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Stock Performance Chart

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon Corporation common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index for the period 2003 through 2008.

The performance chart assumes $100 invested on December 31, 2003 in Exelon Corporation common stock, in the S&P 500 Stock Index and in the S&P Utility Index, and that all dividends are reinvested.

		Value of Investment at December 31,
		LEGEND		2003				2004				2005				2006				2007				2008
Exelon Corporation				$	100.00			$	137.35			$	170.89			$	204.60			$	276.34			$	193.78
S&P 500				$	100.00			$	110.84			$	116.27			$	134.60			$	141.98			$	89.53
S&P Utilities				$	100.00			$	124.24			$	144.88			$	175.26			$	209.14			$	148.64

Source: Bloomberg

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4. Compensation Discussion and Analysis

Objectives of the Compensation Program

The compensation committee has designed Exelon’s executive compensation program to attract and retain outstanding executives. The compensation programs are designed to motivate and reward senior management for achieving financial, operational and strategic success consistent with Exelon’s goal of being the best group of electric generation and electric and gas delivery companies in the country, thereby building value for shareholders. Exelon’s compensation program has three principles, as described below:

1. A Substantial Portion Of Compensation Should Be Performance-Based

The compensation committee has adopted a pay-for-performance philosophy, which places an emphasis on pay-at-risk. Exelon’s compensation program is designed to reward superior performance, that is, meeting or exceeding financial and operational goals set by the compensation committee. When excellent performance is achieved, pay will increase. Failure to achieve the target goals established by the compensation committee will result in lower pay. There are pay-for-performance features in both cash and equity-based compensation. The NEOs listed in the Summary Compensation Table participate in an annual incentive plan that provides cash compensation based on the achievement of performance goals established each year by the compensation committee. A substantial portion of each NEO’s equity-based compensation is in the form of performance share units that are paid to the extent that longer-range performance goals set by the compensation committee are met, with the balance delivered in stock options that have value only to the extent that Exelon’s stock price increases following the option grant date. As a result of the performance-based features of his cash and equity-based compensation, 82% of Mr. Rowe’s 2008 target total direct compensation (base salary plus annual and long-term incentive compensation) was at-risk. Similarly, of the other NEOs’ 2008 target total direct compensation, approximately 51% to 73% was at-risk.

Recoupment Policy

Consistent with the pay-for-performance policy, in May 2007 the board of directors adopted a recoupment policy as part of Exelon’s corporate governance principles. The board of directors will seek recoupment of incentive compensation paid to an executive officer if the board determines, in its sole discretion, that:

2. A Substantial Portion Of Compensation Should Be Granted As Equity-Based Awards

The compensation committee believes that a substantial portion of compensation should be in the form of equity-based awards in order to align the interests of the NEOs with Exelon’s shareholders. The objective is to make the NEOs think and act like owners. Equity-based compensation is in the form of performance share units, stock options, and restricted stock units that are valued in relation to Exelon’s common stock, and they gain value in relation to the market price of Exelon’s stock or Exelon’s total shareholder return in comparison to other energy services companies and/or general industry. Conversely, when the market price of Exelon’s stock decreases, the value of the equity compensation decreases. The NEOs have been affected by the decline in the market value of Exelon’s stock price in 2008 in three ways. First, the stock options awarded in 2008, 2007 and 2006 are not “in the money.” Second, the target number of performance shares for the 2006–2008 performance period was based on the January 2008 stock price of approximately $73, while the shares awarded in January 2009 were worth approximately $56. As a result, while Exelon’s total shareholder return performance was at 200% of target, as described below, the value of the shares paid out was only about 153% of the target value. Third, the value of the accumulated equity that the NEOs retained from prior compensation declined.

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3. Exelon’s Compensation Program Should Enable The Company To Compete For And Retain Outstanding Executive Talent

Exelon’s shareholders are best served when we can successfully recruit and retain talented executives with compensation that is competitive and fair. The compensation committee strives to deliver total direct compensation generally at the median (the 50^th percentile), which is deemed to be the competitive level of pay of executives in comparable positions at certain peer companies with which we compete for executive talent. If Exelon’s performance is at target, the compensation will be targeted at the 50^th percentile; if Exelon’s performance is above target, the compensation will be targeted above the 50^th percentile, and if performance is below target, the compensation will be targeted below the 50^th percentile. This concept reinforces the pay-for-performance philosophy.

Each year the compensation committee commissions its consultant to prepare a study to benchmark total direct compensation against a peer group of companies. The study includes an assessment of competitive compensation levels at high-performing energy services companies and other large, capital asset-intensive companies in general industry, since the company competes for executive talent with companies in both groups. All competitive data was aged to January 2008 using a 3.75% annual update factor. The study indicated that a steady state was appropriate, with an average of 4% increases to base salaries and relatively unchanged targets for annual and long-term incentives, and that no changes were needed for the long-term incentive mix and design. The consultant considered Exelon’s organizational changes to determine how Exelon’s positions compared with positions at its peers by establishing a benchmark match for each Exelon executive in the competitive market, where available, and reviewed each element of compensation as well as total direct compensation.

The peer group criteria include having revenue similar to Exelon’s, market capitalization generally greater than $5 billion, and a balance of industry segments. The members of the peer group are reviewed each year to determine whether their inclusion continues to be appropriate. Generally the peer group is comprised of 24 companies: 12 general industry companies and 12 energy services companies. The companies were selected by the compensation committee from the Towers Perrin Energy Services Industry Executive Compensation Database and their Executive Compensation Database. The peer group was the same in 2008 as it was in 2007 and 2006, except that for 2008 Bell South, which was acquired by AT&T in late 2006, was replaced by Hess Corporation because it met the criteria with revenues similar to Exelon’s and is a domestic, asset-intensive company similar in size to Exelon. The peer group includes the following companies: