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 Registrantx   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):

NOTICE OF THE ANNUAL MEETING

AND 20082009 PROXY STATEMENT

March 20, 200819, 2009

Dear Shareholder:

We will hold the annual meeting of Exelon Corporation shareholders on Tuesday, April 29, 200828, 2009 at 9:30 A.M. CentralEastern Daylight Savings Time at the Chase Bank Auditorium, 10 South DearbornPECO Energy Company Headquarters, 2301 Market Street, Chicago, Illinois.Philadelphia, Pennsylvania.

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

Shareholders of record as of March 3, 20082, 2009 are entitled to vote at the annual meeting. This notice

We are pleased this year to take advantage of a Securities and Exchange Commission rule that permits us to furnish proxy statement, voting instructions, Exelon’s 2007 Summary Annual Report and Exelon’s 2007 Financial Information are being mailedmaterials to shareholders onover the Internet. On or about March 20, 2008.

Your vote is very important. Please consider using19, 2009, we will mail to our shareholders a Notice Regarding the Internet for voting, just log ontowww.proxyvote.com; it is fast and secure. These sameAvailability of Proxy Materials, which will indicate how to access our proxy materials are also available on the same website, so that you can view the materials while you vote your shares. The electronic version of these documents will provide you with easier viewing and complete search capabilities. We strongly encourage you to try this new format and we believe that you will find it more convenient to use than the paper materials.

After you experience the ease and convenience of voting and viewing the proxy materials atwww.proxyvote.com please register to receive future proxy mailings through the Internet. By registering for electronic delivery now, you will assist Exelon in its commitment to conservefurnishing this Notice, we are lowering the costs and reducing the environmental impact of our natural resources and protect our environment.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

Table of Contents

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1. Frequently Asked Questions

Why am I receiving thisthese proxy material?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 20082009 annual meeting of shareholders. Exelon has appointed William A. VonHoene,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 youra 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 wereof 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, asor 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 closeNotice.

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 business on March 3, 2008,materials.

If you hold Exelon shares through a bank, brokerage or other nominee account, you are considered the “holderbeneficial owner of record,” and Exelon has sent you the Notice of Annual Meeting and 2008 Proxy Statement, Exelon’s 2007 Summary Annual Report, Exelon’s 2007 Financial Information and a proxy card.

If your shares were held in the name of a bank, brokerage account or other nominee as of the close of business on March 3, 2008, you are considered the “beneficial owner” of the 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 Annual Meeting and 2008 Proxy Statement, 2007 Summary Annual Report, Exelon’s 2007 Financial Information, andmaterials, along with a vote instruction form (“VIF”). YouWhether you received the Notice or the full paper set of materials, you have the right to direct your bank, broker or other nominee as to how to vote your shares by submitting your voting instructions through the Internet atwww.proxyvote.com or by completing and returningmailing the vote instruction form or by followingVIF.

Who pays for the voting instructions provided onproxy solicitation related to the Internet or telephone.

The annual meeting will be held on Tuesday, April 29, 2008 at 9:30 A.M. Central Daylight Savings Time at the Chase Bank Auditorium, 10 South Dearborn, Chicago, Illinois.Annual Meeting?

Exelon is asking for your proxy and will pay all of the costs of asking for shareholder proxies.does. We have hiredretained Georgeson Shareholder Communications, Inc. to help us send out the proxy materials and to 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, or personally 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 these services.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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What amHow do I voting on?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 are voting on three proposals. Details of each proposal are includedmay vote in the next section, entitled “Proposals to be Voted Upon”.following ways:

The board of directors urges you to vote“FOR” the director nominees and“FOR” the ratification of the independent public accountant.

There is also a proposal submitted by a shareholder:

The board of directors urges you to vote“AGAINST” this proposal.

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How do I vote?

You may vote your shares by any one of the following methods:

If you vote by the Internet or by telephone, you do not need to send in the proxy card or vote instruction form. The deadline for Internet and telephone voting will be 11:59 PM, Eastern Time, April 28, 2008.

If you are a registered holder, and you sign and date your proxy card but do not indicate your vote on the four proposals, Exelon will vote your shares FOR the director nominees named in Proposal 1 and FOR the ratificationRevocation of PricewaterhouseCoopers LLP as Exelon’s independent accountant in Proposal 2, and AGAINST Proposal 3.

If your shares are held in the name of a bank, broker or other nominee, and you wish to vote your shares at the annual meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy form that you must bring with you to the meeting to exchange for a ballot.

Proxies. You have the right tocan 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 by notifyingif a majority of these outstanding shares are present at the Corporate Secretary or by casting another voteannual meeting, either in person or by oneproxy. 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 the other methods discussed above.quorum.

What vote is needed for the proposals to be adopted?

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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 record date, March 3, 2008, there were 665,668,911 shares of Exelon common stock issued and outstanding.

Quorum: In order to conduct the2009 annual meeting, more than one-halfregardless of whether the outstanding shares must be presentproponent seeks inclusion of their nomination or be represented by proxy. Thisproposal in this proxy, or intends to solicit their own proxies. Since Exelon did not receive notice of any other matters (except that which is referred to as a "quorum." If you submit a properly executedincluded in this proxy cardstatement), no other nominations or vote by telephone or by Internet, you willproposals shall be considered part of the quorum. Proxy cards marked as abstaining and broker non-votes on any proposal to be acted on by shareholders will be treated as present at the 2009 annual meeting for purposesmeeting. A copy of a quorum.

Proposals: More than one-half of the shares present either in person or by proxy and entitled to vote at the annual meeting must vote for a proposal in order for it to be adopted.

Directors: In December 2006, Exelon’s board of directors amended the Bylaws to implement a majority-voting standard for uncontested elections of directors. By this action, Exelon has taken the initiative to follow a preferred corporate governance model by eliminating the previously used plurality standard for election of directors. To be elected in an uncontested election, each director nominee must receive a majority of the total votes cast for and against the director nominee. In an uncontested election, each director nominee must submit a resignation conditioned on not receiving the requisite majority of the total number of votes cast either for or against the nominee. The resignation of a director nominee whoour bylaws is not an incumbent director would automatically be accepted. The resignation of an incumbent director would be tendered to the independent directors on the board, who would then determine whether or not to accept the resignation. The board’s decision and the basis for the decision would then be disclosed within 90 days following the certification of the final vote results.

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 Exelon’s website atwww.exeloncorp.com, under the Investor Relations page of our website by May 2, 2008, and will also be published in Exelon’s second quarter SEC report on Form 10-Q.investor relations tab.

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

AdmittanceIn order to be considered for the 2010 annual meeting, is limitedshareholder proposals must be submitted before Thursday, November 19, 2009, in writing to shareholders who are eligible to vote or their authorized representatives. If you are a holderour principal executive office in care of record and wish to attend the annual meeting, tear off and bring the bottom half of your proxy card along with a photo ID to present for admission into the meeting.

If you received your proxy materials through the Internet, there is a link to print a paper admission ticket.

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 other 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. You must also bring a photo ID. Alternatively, you may obtain a ticket by sending your request and a copy of your proof of ownership to: Annual Meeting Admission Tickets c/oMs. 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 will60680-5398. To be permittedeffective, the notice must disclose fully all ownership interests the proponent has in Exelon and contain a representation as to whether the meeting room or adjacent areas. All other items may be subject to search.

Can I view or receive these materials electronically?

Exelon’s proxy materials have been converted to an easily readable and searchable electronic format. You may access the electronic materials as you vote your shares at www.proxyvote.com; you will need the information on your proxy card or VIF to log on. We strongly encourage you to try this new format and we believe that you will find it more convenient to use than the paper materials in your hands.

In late 2007, the Securities and Exchange Commission (the “SEC”) adopted regulations that will allow you to choose whether Exelon will send you paper proxy materials in 2009 and beyond. The electronic deliveryshareholder has any intention of proxy materials will become the standard method of delivery in the future. After you experience the ease and convenience of voting your shares and viewing the proxy materials at www.proxyvote.com, we encourage you to register your account now for the electronic delivery of 2009 and all future proxy materials.

Exelon’s annual report and proxy statement are also available online at www.exeloncorp.com. From the home page, select the Investor Relations tab to view or download the materials.

How can I reduce duplicate mailings?

The SEC allows Exelon to senddelivering a single annual report and proxy statement to two or morethe other shareholders who share the same address, subject to certain conditions. This is known as "householding". 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.

How can I submit a proposal for consideration at the 2009 annual meeting?

In order to be considered for the 2009 annual meeting, shareholder proposals must be submitted in writing to Ms. Katherine K. Combs, Senior Vice President, Corporate Governance, Corporate Secretary and Deputy General, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. Under the bylaws, no proposal can be considered at the 2009 annual meeting unless it is received by the Corporate Secretary before the close of business on Wednesday, November 19, 2008.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 becomebe 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 for election as a director of Exelon maymust submit the recommendation byin writing to Mr. M. Walter D'Alessio,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 Exelonfull board of directors to nominate a slate of directors for election.

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Under the Exelon bylaws, the deadline has passed for a shareholder to nominate a candidate for election to the Exelon board of directors at the 2008 annual meeting. Exelon's bylaws allow shareholders to nominate a candidate for election as a director during the 2009 annual meeting, provided that proper notice and the other required information is provided in accordance with the Exelon bylaws. In order for a shareholder to nominate a candidate for election as a director at the 2009 annual meeting and include the proposed nomination in the proxy materials for the 2009 annual meeting, notice of the proposed nomination must be received by Exelon no later than Wednesday, November 19, 2008, and must include information required under the bylaws, including (1) information about the nominating shareholder, (2) information about the candidate that would be required to be included in a proxy statement under the rules of the Securities and Exchange Commission, and (3) the signed consent of the candidate to serve as a director of Exelon, if elected. If such a nomination is properly presented at the 2009 annual meeting, the nominee will be voted upon only by those shareholders present in person at the meeting and by the appointed proxies who have discretionary voting authority on other matters that are introduced during the meeting.

2. Proposals to be Voted Upon

Proposal 1: The Election Of Directors

The corporate governance committee has recommended, and the board of directors nominates, the following candidates for election as Class II directors, each to serve a one year term:

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:

Edward A. Brennan was a member of Class II at the time of his death in December 2007, and the board reduced the size of the board and the number of directors in Class II until a search for Mr. Brennan’s replacement has been completed.

Information about each nominee, including each nominee’s principal employment and work experience for the previous five years, is foundIf your shares are held in the section entitled “Directors’ Biographies”. Eachname of a bank, broker or other nominee, has consentedand you wish to serve for a term of one year and was recommended by non-employee directors of Exelon. After Exelon terminated the merger agreement with PSEG, the board of directors suspended the mandatory retirement policy for three directors who subsequently retired in 2007. To ensure continuity while new directors begin to serve in the place of the retired directors, the board also suspended the mandatory retirement policy for Messrs. D’Alessio, DeMars and Palms until the end of the calendar year in which they turn 75.

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.

Proposal 2: The Ratification Of PricewaterhouseCoopers LLP As Exelon’s Independent Accountant For 2008

The audit committee and the board of directors believe that PricewaterhouseCoopers’ knowledge of Exelon is invaluable, especially as Exelon moves to greater competition in the energy market. Representatives of PricewaterhouseCoopers working on Exelon matters are periodically changed, providing Exelon with new expertise and experience. PricewaterhouseCoopers has direct access to members of the audit committee and their representatives regularly attend their meetings. Representatives of PricewaterhouseCoopers will 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 answer appropriate questions and make a statement if they desire.search.

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In July 2002 the audit committee adopted a policy requiring that it approve in advance all services to be performed by the independent accountant. The committee pre-approves annual budgets for audit, audit-related, tax compliance and planning services, and other services. The committee will consider proposed engagements that do not impair the accountant’s independence and add value to the audit, including audit services (such as attest services and scope changes in the audit of the financial statements), audit-related services (such as accounting advisory services related to proposed transactions and new accounting pronouncements, the issuance of comfort letters and consents in relation to financings and the provision of attest services in relation to regulatory filings and contractual obligations), and tax compliance and planning services. The committee delegated authority to the committee’s chairman to pre-approve non-budgeted services in amounts less than $500,000. All other services must be pre-approved by the committee. The committee receives quarterly reports on all fees paid to the independent accountant. None of the services were provided without pre-approval as the SEC rules permits for “de minimus” services.

In 2007, the audit committee reviewed the PricewaterhouseCoopers 2008 Audit Plan and proposed fees and concluded that the scope of audit was appropriate and the proposed fees were reasonable.

The following table presents the fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of Exelon’s annual financial statements for the years ended December 31, 2007 and December 31, 2006, and fees billed for other services provided during those periods. The fees shown include all amounts related to the year indicated (even if billed in prior or subsequent periods), which may differ from the amounts actually billed during the period.

Audit related fees consist of assurance and related services that are traditionally performed by the auditor. This category includes fees for accounting assistance and due diligence in connection with proposed acquisitions or sales, employee benefit plan audits, internal control reviews, and consultations concerning financial accounting and reporting standards. The fees associated with the proposed PSEG merger were reclassified to audit related fees from audit fees as the proposed merger was terminated in 2006.

Tax fees consist of the aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice, and tax planning. These services included tax compliance and preparation services, including the preparation of original and amended tax returns, claims for refunds, and tax payment planning, and tax advice and consulting services, including assistance and representation in connection with tax audits and appeals, tax advice related to proposed acquisitions or sales, employee benefit plans and requests for rulings or technical advice from taxing authorities.

All other fees reflect work performed primarily in connection with research and audit software licenses.

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Proposal 3: A Shareholder Recommendation To Prepare A Report Showing That Exelon's Actions to Reduce Global Warming Have Reduced Mean Global TemperatureCan I view or Avoided Disastersreceive the proxy materials electronically?

Free Enterprise Action Fund, 12309 Briarbush Lane, Potomac, MD 20854, beneficial ownerYes, simply log intowww.proxyvote.com and follow the instructions to consent to the electronic delivery of 565 sharesmaterials. If you are a street name shareholder, please check the information provided by your bank, broker or other nominee concerning the availability of stock, 347 of which have been held continuously forthis service.

How can I avoid duplicate mailings?

If you received more than one year, submittedset of materials, you may request “householding” by calling the following proposalExelon Shareowner Services Helpline at 1-800-626-8729 and supporting statement:

“Resolved: The shareholders request that the Board of directors prepare by October 2008, at reasonable expense and omitting proprietary information,speaking to a Global Warming Report. This report may describe and discuss how action taken to date bycustomer service representative. Householding allows Exelon to reduce its impact on global climate change has affected global climate in terms of any changes in mean global temperaturesend a single annual report and any undesirable climatic and weather-related events and disasters avoided.

Supporting Statement

“Exelon says on its web site that it supports action on global warming. Exelon is a member of the U.S. Climate Action Partnership (USCAP), a group that lobbies for global warming regulation.

“But scientific data show that atmospheric levels of carbon dioxide, the greenhouse gas of primary concern in global warming, do not drive global temperature. See e.g., http:youtube.com?v=XD12NVTYRXU.

“Even assuming for the sake of argument that atmospheric levels of carbon dioxide levels affect global temperatures, the U.S. regulation of manmade greenhouse gas emissions would have a trivial impact on atmospheric concentrations of carbon dioxide over the next 90 years. See e.g., http://www.epa.gov/climatechange/downloads/s1766analysispart1.pdf and http://www.junkscience.com//byJunkman/20071004.html.

“So U.S. greenhouse gas regulation is not likelyproxy statement to discernibly affect global climate in the foreseeable future.

“Global warming regulation is expected to harm the economy. The Congressional Budget Office, U.S. Department of Energy and prominent economists such as Alan Greenspan, Arthur Laffer and Greg Mankiw all say that cap-and-trade – a type of greenhouse gas regulation promoted by USCAP-- would reduce economic growth. See e.g., http://www.junkscience.com/failure_to_disclose.pdf.

“Shareholders want to know how Exelon’s actions relating to global warming may be affecting global climate.

The board of directors recommends a vote AGAINST this proposal for the following reasons:

Exelon believes that climate change is real and that immediate action is necessary to slow, stop and reverse greenhouse gas emissions in the United States. Exelon supports the scientific conclusions of the Intergovernmental Panel on Climate Change (IPCC) that the earth’s climate is warming and that human-caused emissions of greenhouse gases (GHG) are responsible for this change.

Exelon is actively engaged in the debate in Congress over how to fashion greenhouse gas legislation. Exelon supports federal legislation that would institute a cap and trade program on GHG emissions that is mandatory, economy-wide, with cost containment mechanisms in place to guard against very high and very low carbon costs. It is important that any such legislation protect the U.S. economy by providing economic and regulatory certainty, is economy-wide so that it is fair and effective, and is balanced so that the costs do not outweigh the environmental benefits.

It now appears likely that within the next several years the U.S. will adopt climate change legislation that will require GHG emission reductions. In advance of a federal program, many states have enacted GHG legislation, and have formed coalitions with other states to enact regional legislation. The costs and opportunities associated with the changing regulatory requirements directly impact the financial condition and operations of many companies. Regulation will impose direct costs on major sources of GHG emissions and indirect costs on the companies that use their products and services. Attwo or more shareholders who share the same time, these new regulatory requirements will offer major opportunities for firms that can reduce emissions more cost-effectivelyaddress, subject to certain conditions.

If your household received only one copy and you wish to receive another, or cost advantages for firms offering low or zero-carbon technologies and services.

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Exelon has adopted a voluntary greenhouse gas emission reduction goal under the US EPA Climate Leaders program and is a vocal advocate for federal climate change legislation, most recently joining the US Climate Action Partnership (USCAP). Exelon is uniquely positioned because of its virtually carbon emission-free fleet, which makes it one of the lowest emitters of carbon in the industry, both in terms of total carbon emissions, and carbon intensity (tons of CO2 per MWh). We are on trackif you wish to meet our voluntary goal to reduce greenhouse gas emissions by 8 percent from 2001 levels by the end of 2008.

Climate risk is increasingly important to investors, as reflected by the proliferation of climate-related advisory services, investment research, funds, and indices. In addition, there are a number of investor initiatives to improve corporate climate risk disclosure, such as the Investor Network on Climate Risk, the Institutional Investors Group on Climate Change, the Investor Group on Climate Change, the Carbon Disclosure Project and the Global Reporting Initiative. The Carbon Disclosure Project, for example, collects information on behalf of institutional investors with a combined $41 trillion of assets under management. Exelon’s comprehensive climate disclosure practice resulted in its inclusion in the Dow Jones Sustainability North America Index for the last two years, and to the Carbon Disclosure Project’s Climate Disclosure Leadership Index for the past three years.

Finally, this shareholder proposal asks for information that is, from a scientific standpoint, impossible to provide. The climate system is too complex to trace the long-term, effect on weather of an individual company’s actions, much less to determine “weather-related events and disasters” that would not have occurred if emissions from Exelon had not decreased. The board believes that it would not be a prudent use of corporate resources for Exelon to attempt to duplicate previous studies. The IPCC Fourth Assessment Report, released in November 2007, is the latest scientific, technical and socio-economic literature produced worldwide relevant to the understanding of the risk of human-induced climate change, its observed and projected impacts and options for adaptation and mitigation. It is a more comprehensive report that Exelon, or any individual company, could produce.

Other Matters And Discretionary Voting Authority

The board of directors knows of no other matters to be presented for action at the annual meeting. If any matter is properly presentedremove your account from the floor ofhouseholding program, please call the annual meeting, the individuals serving as proxies intendExelon Shareowner Services Helpline at 1-800-626-8729 and speak to vote on these mattersa customer service representative or submit your request in the best interest of all shareholders. Your signed proxy card gives this authoritywriting to William A. VonHoene, Jr. and Katherine K. Combs.Exelon Corporation c/o BNY Mellon Shareowner Services P.O. Box 358016, Pittsburgh, PA 15252-8016.

3.2. Corporate Governance at Exelon

The Board’s Function Andand 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, retirees,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 inof 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.

Exelon’s board is composed of 14 members, currently divided into three classes. Terms of the classes are currently staggered, with one class standing for election each year. By Amendments to the Articles of Incorporation approved at the 2007 annual meeting, the board is being declassified over a three-year period, and by 2010 all directors will be

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elected annually, for one-year terms. One director, Edward A. Brennan, died on December 27, 2007 and three directors retired on May 8, 2007: Edgar A. Jannotta, Richard L. Thomas and Ronald Rubin.

The board has six standing committees: audit, compensation, corporate governance, risk oversight, energy delivery oversight, and generation oversight. The corporate governance committee makes recommendations to the full board regarding board practices, the number, functions and membership of committees, and the performance of the board, committees and individual members. The corporate governance committee also oversees succession planning and diversity. Also, the chair of the corporate governance committee serves as the presiding director and leads the discussion when non-management directors meet in executive session.

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 atwww.exeloncorp.com at, under the Investor Relationsinvestor relations tab. Copies of those documents may be printed from the Exelon website and copies are available in printwithout charge to any shareholder who requests them.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 program for orienting new directors and for providing continuing education for all directors. The board annually evaluates its own performance and that of the individual committees. Thethree-part annual evaluation process that is coordinated by the corporate governance committees: committee and has three parts: committee self-evaluations,self-evaluations; a full board evaluationevaluation; 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 listed in its charter.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 evaluationfollowing, in light of the committees as well ascommittee self-assessments: (1) the effectiveness of the board organization and committee structure; (2) the quality of its ownmeetings, agendas, presentations and meeting agendas, materialsmaterials; (3) the effectiveness of director preparation and discussions.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 atEthicsOffice@ExelonCorp.com.

Information About the Board of Directors and Committees

The board of directors met 1813 times during 2007.2008. The board also attended a multi-daytwo-day strategy retreat with the senior officers of Exelon and subsidiary companies. Directors received one meeting fee for attendance at this function. 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; however, directors do receive a separate meeting, fee for attendance. In 2007, all directors attendedgenerally attend the annual shareholders meeting.meeting and all of them did so in 2008.

Description Of Board Committees8

Until his death on December 27, 2007, Mr. Edward A. Brennan served as chair

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 compensation committee, and as a memberdirectors, except Mr. Rowe, are determined to be “independent” under the listing standards of the corporate governance committee. Until retiring fromNYSE and Exelon’s Corporate Governance Principles.

Board Committee Charters

Each board committee operates pursuant to a written charter approved by the board May 8, 2007, Mr. Edgar D. Jannotta servedof directors. Copies of the committee charters are available on Exelon’s website atwww.exeloncorp.com on the corporate governance and risk oversight committees; Mr. Richard L. Thomas served on“Investor Relations” page under the audit and compensation committee; and Ronald Rubin served on the compensation and risk oversight committees.link “Corporate Governance–Board Committees.”

Audit Committee

The audit committee consists of Dr. John M. Palms, its chair, Mr. M. Walter D’Alessio, Admiral Bruce DeMars, Ms. Sue L. Gin, Professor Paul L. Joskow, Dr. William C. Richardson and Mr. Stephen Steinour. Allheld 11 meetings during 2008. The board has determined that all members of this committee are independent directors. The committee met seven times during 2007.

The audit committee reviews financial reporting and accounting practices and internal control functions. With the assistance of the risk oversight committee, the audit committee also reviews and makes recommendations to the full board regarding risk management policy and legal and regulatory compliance. This committee recommends the independent accountant and approves the scopeare “independent,” as that term is defined in Section 10A of the annual audits bySecurities Exchange Act of 1934, as amended, the independent accountantrelated SEC rules, the New York Stock Exchange (“NYSE”) listing standards and internal auditors. The committee also reviews and makes recommendations to the full board regarding officers' and directors' expenses and compliance with appropriate policies and Exelon’s code of business conduct. 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.

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”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 Exelon audit committee has reviewed and discussed the audited financial statements contained in the 20072008 Annual Report on SEC Form 10-K with Exelon Corporation’s management and the independent accountants.accountant. The Exelon audit committee discussed with the independent accountantsaccountant the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.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 accountantsaccountant the accountants’ independence from Exelon Corporation and its management, including the matters in the written disclosures required by Independence Standard Board Standard No. 1, Independence Discussions with Audit Committees.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, 2007,2008, 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 consists of Ms. Rosemarie Greco, its chair, Mr. M. Walter D'Alessio, Dr. William C. Richardson and Mr. Stephen D.Steinour.met five times during 2008. All members of the committee are independent directors.

The committee met six times during 2007.compensation committee’s principal duties, as discussed in its charter, include:

The compensation committee reviews, administers and oversees executive compensation and employee benefit plans and programs. The committee makes recommendations to the independent directors regarding the compensation of the chairman and chief executive officer (CEO), and to the full board regarding the compensation of the president (if different from the CEO) and executive vice presidents. The compensation committee acts pursuant tohas a charter that has been approved by ourthe board of directors. The

Pursuant to the compensation committee’s charter, the committee is posted on Exelon’s website, www.exeloncorp.com, select the Investor Relations pageauthorized to retain and the Corporate Governance tab.

The committee usesterminate, without board or management approval, the services of an independent compensation consultant Towers Perrin, whichto 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 directly to the committee. The scope of the dutiescommittee engaged Mr. Richard Meischeid, Managing Principal of Towers Perrin, is set forth in the scopeas its independent compensation consultant for 2008.

As part of work document agreedits ongoing services to between Towers Perrin and the compensation committee. The scope of work document provides thatcommittee, the compensation consultant is to supportsupports the committee in executing its duties and responsibilities with respect to Exelon’s executive compensation programs includingby providing information regarding market trends and competitive compensation programs and strategies. The consultant attends the committee’s meetings, as requested. The consultant prepares market data for each senior executive position, including confirming the company’s compensation strategy and reviewing and confirming the peer group used to prepare the market data. The consultant also provides the committee with an independent assessment of management recommendations for changes in the compensation structure. The consultant provides market data related to a variety of executive programs as needed, support to the human resources function in connection with the consultant’s role inIn 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 the evaluation of the performance and the 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)presidents and the ComEd CEO) makes the final determinations with respect to compensation programs and adjustments. Under Exelon’s corporate governance principles,Corporate Governance Principles, the CEO is considered an invited guest and attendsis welcome to attend the meetings of committees, including 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.

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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 with 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 an employeeemployees who isare not subject to the limitations of Section 162(m), isare not an executive officerofficers for purposes of reporting under Section 16 of the Securities Exchange Act of 1934, and isare not an executive vice presidentpresidents 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. NoOne off-cycle grantsgrant of stock options werewas made in 2007.2008 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 consists of M. Walter D’Alessio, Mr. Nichols DeBenedictis, Admiral Bruce DeMars, Ms. Sue Gin, Mr. John W. Rogers, Jr. and Mr. John M. Palms. Mr. Edward A. Brennan served as a member of the committee until his death on December 27, 2007.met five times in 2008. All members of the committee are independent directors. The committee met five times in 2007.

The corporate governance committee reviews and makes recommendations on board and committee organization, membership, functions, compensation and effectiveness. The committee monitors corporate governance trends and makes recommendations to the board regarding the corporate governance principles. The committee coordinates the annual evaluations of the performance of each committee and the boardcommittee’s principal duties, as a whole. The committee also evaluates the performance of individual directors as the term of each class expires and the members are considered for re-election. The committee identifies potential director candidates and coordinates the nominating process for directors. The committee coordinates the board’s rolediscussed in establishing performance criteria for the CEO and evaluating the CEO’s performance, and also monitors succession planning and executive leadership development. The committee also oversees the directors’ orientation and continuing education program and Exelon’s efforts to promote diversity among its directors, officers, employees and contractors. 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 athe consultant to prepare a study of the compensation of the company’s directors relativecompared 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 of directors with respect to director compensation. The corporate governance committee may utilize other consultants, such as specialized search firms to identify candidates for director.

Risk Oversight Committee

The committee consists of Ms. Sue L. Gin, its chair, Judge Nelson A. Diaz, Professor Paul Joskow, Dr. John M. Palms, Dr. William C. Richardson and Mr. John W. Rogers, Jr. The committee met six times in 2007.

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The committee is responsible for oversight of the company’s risk management functions, and reports to the audit committee and to the full Exelon board regarding, corporate risk management policy, including financial risks, legal and regulatory risks, power marketing, power trading risk management strategy, oversight of nuclear fuels procurement and performance and the hedged condition of the generation portfolio. The committee reviews and approves risk policies relating to power marketing, hedging and the use of derivatives. The committee is also responsible for the oversight and review of the performance and management of assets in Exelon’s pension and nuclear decommissioning trust funds and the appointment and removal of the parties overseeing the performance and management of investment of assets in Exelon’s employee benefit trusts.

Energy Delivery Oversight Committee

The committee consists of Ms. Rosemarie B. Greco, its chair, Mr. Nicholas DeBenedictis, Admiral Bruce DeMars, Judge Nelson A. Diaz, Professor Paul L. Joskow, Governor Thomas J. Ridge and Mr. Don Thompson. The committee met five times in 2007.

The committee advises and assists the full board in fulfilling its responsibilities to oversee the safe, reliable and cost effective delivery of energy to consumers. The committee reviews the regulatory and public policy strategies and practices of the energy delivery business and its relations with regulators, public officials, consumers and other stakeholders. The committee also reviews the budget and business plans of ComEd and PECO Energy, monitors their operating and financial performance and encourages the sharing of best practices between the utilities.

Generation Oversight Committee

The committee consists of Admiral Bruce DeMars, its chair, Mr. Nicholas DeBenedictis, Judge Nelson A. Diaz, Dr. John M. Palms, Mr. Stephen D. Steinour and Mr. Don Thompson. The committee met five times in 2007.

The committee advises and assists the full board in fulfilling its responsibilities to oversee the safe and reliable operation of all generating facilities owned or operated by Exelon or its subsidiaries, including those in which Exelon has significant equity or operational interests. The committee reviews major investments and changes in strategy regarding the generating facilities. The committee reviews the budget and business plans of Exelon Generation Company and monitors its operating and financial performance.

Exelon’sDirector Nomination Process For Nominating Directors

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

The corporate governance committee considers all candidates for director, including thoseboth directors currently serving on the board whose term is expiring and those candidates recommended by shareholders and others. The process for a shareholder to recommend a candidate for director is described above in the “Frequently Asked Questions” section of this proxy statement at page 6. The committee may also utilize specialized search firms to identify and assess qualifiedpotential candidates. The committee routinelyperiodically assesses the board’s needs for skills and experience in light of current and future needs. All candidates are evaluated usingconsidered in light of the following standards and qualifications for director that are identifiedcontained in Exelon’sthe Exelon Corporate Governance Principles:

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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:

Communication With The Board OfProposal 1: Election of Directors

ShareholdersOur 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 other interested persons can communicateClass 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 chairmanrecommendation 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 or other forms of solicitation or individual service or billing complaints. Under the board policy, the corporate secretary will forward to the directors any communications raising substantial issues.

Director Independence

Under Exelon’s Corporate Governance Principles the board must be composed of a substantial majority of independent directors as defined by the New York Stock Exchange (NYSE). In addition to complying with the NYSE rules, Exelon also monitors all director relationships for independence under rules of the Securities and Exchange Commission (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 board has adoptednominated the following additional categorical standards10 candidates for election as directors, each to address those relationships that are not specifically addressed by the NYSE rules.

A director's relationship with another company with which Exelon does business will not be consideredserve a material relationship that would impair the director's independence if the aggregate of payments made by Exelon to that other company, or received by Exelon from that other company, in its most recent fiscal year were less than the greater of $1 million or 5% of the recipient's consolidated gross revenues in that year. In making this determination, a commercial transaction will not be deemed to affect a director's independence if and to the extent that: (1) the transaction involves rates or charges that are determined by competitive bidding, set with reference to prevailing prices set by a well-established commodity market, or are fixed in conformity with law or governmental authority; or (2) the provider of goods or services in the transaction is determined by the purchaser to be the only practical source for the purchaser to obtain the goods or services.

If a director is a current employee, or a director's immediate family member is an executive officer of a charitable or other tax exempt organization to which Exelon has made contributions, the contributions will not be considered a material relationship that would impair the director's independence if the aggregate contributions made by Exelon to that organization in its most recent fiscal year were less than the greater of $1 million or 2% of that organization's consolidated gross receipts in that year. In any other circumstances, a director's relationship with a charity or other tax-exempt organization to which Exelon makes contributions will not be considered a material relationship that would impair the director's independence if the aggregate contributions made by Exelon to that organization in its most recent fiscal year were less than the greater of $1 million or 5% of that organization's consolidated gross receipts in that year. Transactions and relationships with charitable and other tax-exempt organizations that exceed these standards will be evaluated by the board to determine whether there is any affect on a director's independence.

Each year, directors are requested to provide information about their business relationships with Exelon, including other boards on which they may serve, and their charitable, civic, cultural and professional affiliations. We also gather information on significant relationships between their immediate family members and Exelon. 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 same information is considered by the full board in making the final determination of independence.one-year term:

Each of the directorsfollowing nominees has agreed to be named below was determined by ourin this proxy statement and to serve as a director, if elected.

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Class II and III 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 entities, on the one hand, and the companies with whichElected for a directorTerm 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.

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

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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 the company’s corporate governance principles. Because Exelon provides utility services through its subsidiaries ComEd, PECO and Exelon Energy and many of its directors live 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 are active in their communities and make substantial charitable contributions, and many of Exelon’s directors live in communities served by Exelon and its subsidiaries and are active in those communities, many of Exelon’s directors are affiliated with charities that receive contributions from Exelon and its subsidiaries.

M. Walter D’Alessio2010

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 four companies, three of which are customers of PECO and one of which provide 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 four charitable organizations that receive contributions from Exelon and PECO. All payments were immaterial under the applicable independence criteria.

		Nicholas DeBenedictis Director since 2002 Age 63 Chair-Energy Delivery Oversight Committee Member-Corporate Governance Committee Member-Generation Oversight Committee Mr. DeBenedictis is an executive officerthe Chairman (since 1993) and Chief Executive Officer (since 1992) of Aqua America Inc., a water public utility thatwith operations in 13 states. Aqua America is a customerthe 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 PECOthe Pennsylvania Department of Environmental Resources and ComEdas Director of the Office of Economic Development. He also spent eight years with the U.S. Environmental Protection Agency and provides services to certain PECO facilities.was President of the Greater Philadelphia Chamber of Commerce for three years. Mr. DeBenedictis also serves as a director of two public companies that are customers of PECOMet-Pro Corporation, and ComEd; one provides services to Exelon. In addition, Mr. DeBenedictis serves on the advisory board of a bank that is a PECO customer and has provided some financial services to Exelon in previous years. Mr. DeBenedictis also serves on the boards of five charitable or tax-exempt organizations that receive contributions from Exelon and PECO. All payments were immaterial under the applicable independence criteria.P.H. Glatfelter, Inc. Bruce DeMars Admiral DeMars serves as a director of a company that has a subsidiary that provides services to Exelon Generation. All payments were immaterial under the applicable independence criteria. Nelson A. Diaz Judge Diaz is Of Counsel to a law firm that provides legal services for Exelon. Judge Diaz is not a partner of the firm, does not work on any matters relating to Exelon and the board does not consider that its relationship with the law firm impairs his independence. In addition, Judge Diaz serves on the advisory board of a bank that is a PECO customer and has provided some financial services to Exelon. He also serves on the boards of five charitable or tax exempt organizations that receive contributions from Exelon and PECO. Judge Diaz’s wife serves on the boards of two charitable organizations that receive contributions from Exelon and PECO. All payments were immaterial under the applicable independence criteria.
		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 three companies that are customersNew 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 ComEd and oneCenterplate, Inc. She 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 seven charitable organizations that receive contributions from Exelon and ComEd. All payments were immaterial under the applicable independence criteria. Rosemarie B. Greco Ms. Greco serves as executive director of the Governor’s OfficeComEd.
		Richard W. Mies Director since 2009 Age 64 Member-Generation Oversight Committee Admiral Mies is President and Chief Executive Officer 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 isThe Mies Group, Ltd., a PECO customer, none of those payments are made directly to orprivate consulting firm. Admiral Mies retired from the officeUnited States Navy in 2002 following 35 years of which Ms. Greco servesservice. 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 Director. Ms. GrecoOfficer of its wholly-owned subsidiary, Hicks and Associates, until September 2007. Admiral Mies is also serves as a director of three companies that are PECO customers, oneMcDermott International, Inc. and Mutual of whichOmaha. He is also a supplier to Exelon Generationmember of the Board of Governors of Los Alamos and PECO. In addition, Ms. Greco serves on the board of five charitable organizations that receive contributions from Exelon and PECO. All payments were immaterial under the applicable independence criteria.Lawrence Livermore National Security LLC’s.

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		William C. Richardson, Ph. D. Dr. Paul L. JoskowDirector since 2005 Professor Joskow's brother is an officer of a subsidiary of a public company that performs services for Exelon in amounts below the threshold for materiality.Age 68   16 Member-Audit Committee Dr. John M. PalmsMember-Compensation Committee Dr. Palms serves on the boards of two charitable or tax-exempt organizations that receive support from Exelon. All payments were immaterial under the applicable independence criteria.Member-Corporate Governance Committee Dr. William C. RichardsonMember-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 two public companies that are customersThe Bank of ComEd or PECO,New York Mellon Corporation and twoa member of which provide services to Exelon entities. Dr. Richardson also serves on the boardInstitute of one charitable organization that receives support from Exelon and ComEd. All payments were immaterial under the applicable independence criteria.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 senior advisorconsulting 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 major accounting firm that occasionally provides non-audit services to Exelon. All payments were immaterial under the applicable independence criteria. John W. Rogers, Jr. Mr. Rogers is an executive officerdirector of a company that is a customer of ComEd.The Hershey Company and Vonage Holdings Corp. He also serves as a director of two companies that are ComEd customers; one of which is also a customer of PECO and Exelon Energy, and one also provides administrative services to Exelon. Mr. Rogers serves on the boards of eleven charitable or tax-exempt organizations that received immaterial 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.PECO. Stephen D. Steinour Mr. Steinour was during 2007 an executive officer of a company that is a customer of ComEd and PECO. He is on the board of four charitable or tax-exempt organizations that receive support from Exelon and PECO. All payments were immaterial under the applicable independence criteria.
		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:

2.

If a director is a current employee, or a director’s immediate family member is an executive officer of a corporation that is a customer of ComEd, PECO and Exelon Energy. He and his wife are each on the board of a charitable or other tax-exempt organization that receives support from Exelon or ComEd. All payments were immaterial under the applicable independence criteria. Related Person Transactions to which Exelon has made contributions, the contributions will not be considered a written policy formaterial relationship that would impair the review anddirector’s independence if the approvalaggregate of contributions made by Exelon to that organization in its most recent fiscal year is less than the greater of $1 million or ratification2% of related person transactions.that organization’s consolidated gross receipts in that year. In any other circumstance, a director’s relationship with a charity or other tax-exempt organization to which Exelon makes contributions will not be considered a material relationship that would impair the director’s independence if the aggregate of all contributions made by Exelon to that organization in its most recent fiscal year is less than the greater of $1 million or 5% of that organization’s consolidated gross receipts in that year. Transactions covered by the policy include commercial transactions for goods and services, charitable contributions and payments to civic, industry and professional organizations. The retail purchase of electricity or gas from ComEd or PECO at rates set by tariff, and transactions between or among Exelon and its subsidiaries are not considered. Directors and executive officers are responsible for notifying Exelon's office of corporate governance regarding any related person transactions and relationships involving themselves or their immediate family members. The Office of Corporate Governance annually, or more frequently if warranted, compiles the information provided to it through questionnaires and surveys and conducts additional due diligence in order to provide the corporate governance committee and the board of directors with information as a basis for considering and approving or ratifying related person transactions. Based on the recommendations of the corporate governance committee, the board considers the following facts and circumstances in approving new related person transactions: n The related person's relationship to the company and interest in the transaction; n The material facts of the transaction; the proposed benefits to the company; n The availability of other sources of comparable products and services; n Whether the proposed transaction is on terms comparable to the terms available to unrelated third parties; and n Whether the proposed transaction is based on a competitive bidding process or involves the purchase or sale of commodities with an established market value. 17 At the end of each year the corporate governance committee reviews all known related person transactions, considering primarily the analysis prepared for purposes of assessing the independence of the directors, but also other facts and circumstances known to the company, including the factors listed above. If it determines that such transactions are in the best interest of the company it ratifies them, if not it revises or rescinds them. For 2007, the board reviewed all known commercial, charitable, civic and other relationships among the directors of Exelon Corporation, the executive officers of Exelon, ComEd, PECO, and Exelon Generation, as well as the non-affiliated directors of ComEd and PECO. The board considered the amounts involved in each commercial transaction and ratified them, because it found that the related person had no material interest in the transaction other than that arising from their position as a director of the affiliated companies, and that the transactions were either the result of a competitive bidding process or were for immaterial amounts of goods or services. In those cases where the director is an executive officer of the affiliated company, the transactions generally consisted of retail electricity or gas purchases under set rates or were for immaterial amounts of goods and services from the affiliated company. For charitable and other paymentstax-exempt organizations that exceed these standards will be evaluated by the board considered Exelon's active position in the communities in which it serves and determined that all charitable contributions and payments made to other civic, industry and professional organizations were in the best interest of the company and ratified them. No related person transaction requires disclosure in this proxy statement under the applicable SEC regulations. 18 Compensation of Non-Employee Directors For their service as directors of the corporation, Exelon’s non-employee directors receive the compensation shown in the following table and explained in the accompanying notes. Employee directors receive no additional compensation for service asdetermine whether there is any effect on a director. Name   Committee Membership     Fees Earned or Paid in Cash     Stock Awards     Change in Pension Value and Nonqualified Deferred Compensation Earnings     Total          Annual Board & Committee Retainers     Board & Committee Meeting Fees                       [a]   [b]     [c] ($)     [d] ($)     [e] ($)     [f] ($)     [g] ($)                                                Edward A. Brennan (1)   C (Ch.), G     $ 51,929     $ 37,500     $ 84,076             $ 173,505   M. Walter D’Alessio   A, C, G (Ch)       57,500       58,500       85,000               201,000   Nicholas DeBenedictis   G, E, P       50,000       48,000       85,000               183,000   Bruce DeMars   A, G, E, P (Ch)       60,742       46,500       85,000               192,242   Nelson A. Diaz   E, P, R       50,000       49,500       85,000               184,500   Sue L. Gin   A, G, R (Ch)       57,500       49,500       85,000               192,000   Rosemarie B. Greco   C, E (Ch)       52,500       42,000       85,000               179,500   Edgar D. Jannotta (2)   —         15,948       15,000       29,808               60,756   Paul L. Joskow (3)   A, E, R       22,011       21,000       37,188               80,199   John M. Palms   A (Ch), G, P, R       62,500       58,500       85,000     $ 575       206,575   William C. Richardson   A, C, R       50,000       55,500       85,000               190,500   Thomas J. Ridge   E       45,000       28,500       85,000               158,500   John W. Rogers, Jr.   G, R       45,000       45,000       85,000               175,000   Ronald Rubin (2)   —         15,948       19,500       29,808               65,256   Stephen D. Steinour (4)   A, C, P       35,659       30,000       55,110               120,769   Richard L. Thomas (2)   —         17,720       25,500       29,808               73,028   Donald Thompson (4)   E, P       32,418       25,500       55,110               113,028   Total All Directors         $ 722,375     $ 655,500     $ 1,170,908     $ 575     $ 2,549,358                                                   Committee Membership Key Audit = A, Compensation = C, Corporate Governance = G, Energy Delivery Oversight = E, Generation Oversight = P, Risk Oversight = R Notes to the Compensation of Non-employee Directors Table: 1. Mr. Brennan died on December 27, 2007.director’s independence. 2. Messrs. Jannotta, Rubin and Thomas retired from the board as of May 8, 2007. 3. Dr. Joskow was appointed to the board as of July 23, 2007. 4. Messrs. Steinour and Thompson were elected to the board effective May 8, 2007. 19 Fees Earned or Paid in Cash All directors receive an annual retainer of $45,000. Committee chairs receive an additional $7,500 per year. Members of the Audit Committee and Generation Oversight Committee, including the committee chairs, receive and additional $5,000 per year membership retainer, because of the increased time involved. Directors receive $1,500 meeting fee for each board and committee meeting attended, whether in person or by means of teleconferencing or video conferencing equipment. Directors also receive a $1,500 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. 20 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. 21 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. 22 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. 23 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'sdirector’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 do have one additional fund not available to employees that, through its composition, does provideprovides returns that for 2007 were found tocan be in excess of 120% of the federalFederal long-term rate that is used by the IRS to determine above market returns, one directorreturns. However, during 2008, none of the directors had balancesinvestments in this fund during 2007, and the portion of their earnings which are in excess of the IRS criteria are included in the table.fund. Stock Awards Directors are required under the Exelon Corporate Governance Principles to own 5,000 shares of Exelon common stock or deferred stock units within three years after their election to the board. The ownership requirement is intended to align the interests of directors with the interests of shareholders so that directors benefit when Exelon’s stock price increases and suffer when it declines. Rather than paying directors entirely in cash, 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, leaving these amounts at risk during the director’s entire tenure on the board. All directors receive $85,000 worth of deferred Exelon common stock units per year, which accrue 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 are accrued in an unfunded record keeping account maintained by the company and earn the same dividends available to all holders of Exelon common stock, which are reinvested in the account as additional units. As of December 31, 2007 the directors held the amounts of deferred Exelon common stock units shown in the following table. The units are valued at the closing price of Exelon common stock on December 31, 2007, which was $81.64. Legacy plans include those stock units earned from Exelon’s predecessor companies, PECO Energy Company and Unicom Corporation. For three directors who served on the PECO Energy board of directors, a portion of the legacy deferred stock units was granted as a conversion of the accrued benefits under the PECO Energy Directors Retirement Plan when the plan was terminated in 1997. Mr. D’Alessio was first elected to the PECO Energy board in 1983; Dr. Palms was first elected in 1990, and Mr. Rubin was first elected in 1988. For Adm. DeMars and Mr. Jannotta, a portion of the legacy deferred stock units were granted as a conversion of the accrued benefits under the Unicom Directors Retirement plan when the plan was terminated in 1997. Mr. Brennan was also a participant in this plan, however he made an irrevocable election to receive deferred cash upon his retirement instead of stock. His cash balance under the plan, as of December 27, 2007 was $37,647. 20 Directors Deferred Stock Unit Balances Name   Year First Elected to the Board   Deferred Stock Units From Legacy Plans     Deferred Stock Units From Exelon Plan     Total Deferred Stock Units     Fair Market Value as of 12/31/2007   [a]   [b]   [c]     [d]     [e]     [f]             (#)     (#)     (#)     ($)                                       Edward A. Brennan (1)   1995   3,964     11,790     15,754     $ 1,282,303   M. Walter D’Alessio   1983   23,981     11,800     35,781       2,921,216   Nicholas DeBenedictis   2002         8,631     8,631       704,647   Bruce DeMars   1996   1,239     11,800     13,039       1,064,493   Nelson A. Diaz   2004         4,886     4,886       398,869   Sue L. Gin   1993         11,800     11,800       963,374   Rosemarie B. Greco   1998   5,807     11,800     17,607       1,437,444   Edgar D. Jannotta (2)   1994   12,993     10,778     23,771       1,837,763   Paul L. Joskow   2007         465     465       37,950   John M. Palms   1990   18,239     11,800     30,039       2,452,420   William C. Richardson   2005         3,257     3,257       265,869   Thomas J. Ridge   2005         3,010     3,010       245,755   John W. Rogers, Jr.   1999   3,338     11,800     15,138       1,235,855   Ronald Rubin (2)   1988   23,859     11,089     34,948       2,701,871   Stephen D. Steinour.   2007         714     714       58,315   Richard L. Thomas (2)   1998   8,753     10,778     19,531       1,509,972   Donald Thompson   2007         714     714       58,315                                   Notes to the Directors’ Deferred Stock Unit Table: 1. Deferred stock units for Mr. Brennan are valued at $81.40, the closing price on December 27, 2007, the date of his death. 2. Deferred stock units for Messrs. Jannotta, Rubin and Thomas are valued at $77.31, the closing price on May 8, 2007, the date of their retirement from the board. 21 Deferred Stock Unit Andand Deferred Compensation Payout For reasons previously disclosed, the board extended the retirement date of several directors who had both retired from active employment and had significant amounts of deferred stock units or deferred compensation balances. In order to allow these directors access to their deferred accounts prior to retirement, 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. 24 The following table shows the elections and subsequent payouts made from each plan in January 2008 pursuant to elections made to current directors.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.         Number of Deferred Stock Units Converted at Payout     Value of Deferred Stock Unit Received at Payout     Value of Deferred Compensation Received at Payout Name   Number of Deferred Stock Units Elected For Distribution     Value of Deferred Stock Unit Distribution at $81.64     Value of Deferred Compensation Payout                                                            M. Walter D’Alessio   28,625     $ 2,336,973       —     28,625     $ 2,336,973     $ —   Nicholas DeBenedictis   3,631       296,447       —     3,631       296,447       —   Bruce DeMars   11,800       963,374       —     11,800       963,374       —   Sue L. Gin (1)   11,800       963,374     $ 378,653     11,800       963,374       378,653 Rosemarie B. Greco   8,804       718,722       —     8,804       718,722       —   John M. Palms   25,039       2,044,220       1,024,035     25,039       2,044,220       1,024,035     Notes: 1. Ms. Gin elected to receive her stock units as shares of Exelon common stock. Other Compensation Exelon paysNon-employee directors receive perquisites relating to the cost of a director’s spouse’s travel, meals, lodging and other related leisure 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 leisure 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'sdirector’s spouse when he or she accompanies the director, and the only additional costs to Exelon are those for meals and leisure activities and to reimburse the director for the taxes on the imputed income. In 2007,2008, 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 1714 directors, including the three directors who retired in May 2007, was $51,130.$24,438. The aggregate amount paid to all directors as a group (17(14 directors) for reimbursement of taxes on imputed income was $28,967.$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(including director’s orientation or continuing director’s education programs, facility visits or other business related activities for the benefit of Exelon.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. Directors may bring their spouses on Exelon’s corporate aircraft when they are invited to any Exelon event, and the value of this travel, calculated according to IRS regulations, is imputed to the director as additional taxable income. Exelon has a matching gift program available to employees that matches their contributions to educational institutions up to $2,000 per year. The same program is available to directors and executive officers with a limit of up to $5,000 per year. 22 4. Directors’ Biographies Director Nominees For Election Class II Directors to be Elected for a Term of One Year Bruce DeMars Admiral DeMars, age 72, has been a director of Exelon since October 20, 2000. He chairs the generation oversight committee and serves on the audit, corporate governance and energy delivery oversight committees. He is a Retired Admiral, United States Navy and former Director of the Naval Nuclear Propulsion Program. He is a director of McDermott International Inc. and Oceanworks International, Inc. Nelson A. Diaz Judge Diaz, age 60, has been a director of Exelon since January 27, 2004. He serves on the risk oversight, energy delivery oversight and generation oversight committees. He joined Cozen O’Connor, a Philadelphia based law firm, as Of Counsel in 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 Energy Company, an Exelon subsidiary. Paul L. Joskow, Ph. D. Professor Joskow, age 60, has been a director of Exelon since July 23, 2007. He serves on the audit, energy delivery oversight, and risk oversight committees. He became President of the Alfred P. Sloan Foundation on January 1, 2008. He is also the Elizabeth and James Killian Professor of Economics and Management at the Massachusetts Institute of Technology (MIT) and Director for Energy and Environmental Policy Research. Professor Joskow joined the MIT faculty in 1972 and was head of the MIT Department of Economics from 1994-19998. Professor Joskow is a Fellow of the American Academy of Arts and Sciences. 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 Pipelines Limited and a Trustee of the Putnam Mutual Funds. John W. Rowe Mr. Rowe, age 61, has been a director of Exelon since October 20, 2000. He has been Chairman, President and Chief Executive Officer of Exelon since November 2004, having served as Chairman and Chief Executive Officer since 2002. He previously served as Co-Chief Executive Officer of Exelon, and 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 also serves as a director of PECO Energy Company, an Exelon subsidiary. 23 Continuing Class I Directors With Terms Expiring in 2010 Nicholas DeBenedictis Mr. DeBenedictis, age 61, has been a director of Exelon since April 23, 2002. He serves on the corporate governance, energy delivery oversight and generation oversight committees. He is Chairman and Chief Executive Officer of Aqua America Inc., a water utility with operations in 12 states. He is also a director of Met-Pro Corporation, and P.H. Glatfelter, Inc. Sue L. Gin Ms. Gin, age 66, has been a director of Exelon since October 20, 2000. She chairs the risk oversight committee and serves on the audit and corporate governance committees. She is the Founder, Owner, Chairman and CEO of Flying Food Group, LLC, an in-flight catering company. She is a director of Commonwealth Edison Company, an Exelon subsidiary, and Centerplate, Inc. William C. Richardson, Ph. D. Dr. Richardson, age 67, has been a director of Exelon since March 1, 2005. He serves on the audit, compensation and risk oversight committees. He served as the President and CEO of the W. K. Kellogg Foundation from 1995 through his retirement in July 2005. He also served as President of Johns Hopkins University from 1990 through 1995 and as executive vice president and provost of Pennsylvania State University. He is also a director of The Bank of New York Company, Inc. and CSX Corporation and a member of the Institute of Medicine, National Academy of Sciences. Thomas J. Ridge Governor Ridge, age 62, has been a director of Exelon since May 2, 2005. He serves on the energy delivery oversight committee. He is President, Ridge Global LLC. He served as Secretary of the United States Department of Homeland Security from January 2003 through January 2005, and the Assistant to the President for Homeland Security (an Executive Office created by President 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. and PECO Energy Company, an Exelon subsidiary. Donald Thompson Mr. Thompson, age 44, has been a director of Exelon since May 8, 2007. He serves on the energy delivery oversight and generation oversight committees. He is the President of McDonald’s USA. 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. 24 Continuing Class III Directors With Terms Expiring in 2009 M. Walter D’Alessio Mr. D’Alessio, age 74, has been a director of Exelon since October 20, 2000. He chairs the corporate governance committee and serves on the audit and compensation committees. He serves as presiding director in the event the need arises and presides and leads the discussion when the non-management directors meet in executive session. He is Vice Chairman of NorthMarq Capital (a real estate investment banking firm) and is president and CEO of NorthMarq Advisors, LLC (a real estate consulting group), positions that 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 directors of Brandywine Real Estate Investment Trust, chairman of the board of Independence Blue Cross and a director of Pennsylvania Real Estate Investment Trust and PECO Energy Company, an Exelon subsidiary. Rosemarie B. Greco Ms. Greco, age 61, has been a director of Exelon since October 20, 2000. She is the chair of the energy delivery oversight committee and the chair of the compensation committee. She has served as the director of the Governor’s Office of Health Care Reform for the Commonwealth of Pennsylvania since January 2003. 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 also a director of Sunoco, Inc., Pennsylvania Real Estate Investment Trust and a trustee of SEI I Mutual Funds, a subsidiary of SEI Investments, Co. She also serves as a director of PECO Energy Company, an Exelon subsidiary. John M. Palms,Ph. D. Dr. Palms, age 72, has been a director of Exelon since October 20, 2000. He chairs the audit committee and serves on the corporate governance, risk oversight and generation oversight committees. He is Distinguished President Emeritus of the University of South Carolina and Distinguished University Professor Emeritus. 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 Physics at Emory University. He is the chairman of the board of directors of Assurant Inc., and is also a director 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. Mr. Rogers, age 49, has been a director of Exelon since October 20, 2000. He serves on the corporate governance, risk oversight and energy delivery oversight committees. He is the founder, Chairman and CEO of Ariel Capital Management LLC, an institutional money management firm and serves as trustee of the Ariel Investment Trust. He is a director of Commonwealth Edison Company, an Exelon subsidiary. He is also a director of Aon Corporation and McDonald’s Corporation. Stephen D. Steinour Mr. Steinour, age 49, has been a director of Exelon since May 8, 2007. He serves on the audit, compensation and generation oversight committees. He was President and CEO of Citizens Financial Group, Inc., a multi-state commercial bank holding company, a position that he held from 2006 through 2008. He served as vice chairman and chief executive officer of Mid-States regional banking from 2005 through 2006. Previously he was vice chairman and chief executive officer of Mid-Atlantic regional banking from 2001 to 2005.   25 Compensation of Non-Employee Directors        Committee Membership   Fees Earned or Paid in Cash     Stock Awards   Change in Pension Value and Nonqualified Compensation Earnings   Total     Annual Board & Committee Retainers     Board & Committee Meeting Fees                                              John A. Canning, Jr. (1)   Au, Co   $ 22,147     $ 26,000     $ 41,576    —     $ 89,723 M. Walter D’Alessio   CG (ch), Co     59,891       59,000       92,500   —       211,391 Nicholas DeBenedictis   CG, EDO (ch), GO     58,798       52,500       92,500   —       203,798 Bruce DeMars   Au, CG, EDO, GO (ch)     66,250       68,000       92,500   —       226,750 Nelson A. Diaz   EDO, GO, RO     52,500       51,000       92,500   —       196,000 Sue L. Gin   Au, CG, RO (ch)     61,250       61,000       92,500   —       214,750 Rosemarie B. Greco   Co (ch), EDO     58,146       45,500       92,500   —       196,146 Paul L. Joskow   Au, EDO, RO     52,500       63,000       92,500   —       208,000 John M. Palms   Au (ch), CG, GO, RO     66,250       70,000       92,500   —       228,750 William C. Richardson   Au, Co, CG, RO     52,500       69,000       92,500   —       214,000 Thomas J. Ridge   EDO     47,500       27,000       92,500   —       167,000 John W. Rogers, Jr.   CG, RO     47,500       42,000       92,500   —       182,000 Stephen D. Steinour   Au, Co, GO     57,500       58,500       92,500   —       208,500 Don Thompson   EDO, GO     52,500       43,500       92,500   —       188,500 Total All Directors         755,232       736,000       1,244,076   —       2,735,308                                       Committee Membership Key: Audit = Au, Chairman = Ch, Compensation = Co, Corporate Governance = CG, Energy Delivery Oversight = EDO, Generation Oversight = GO, Risk Oversight = RO Notes 1. Mr. Canning was appointed to the board, effective August 1, 2008. 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.      Year First Elected to the Board     Deferred Stock Units From Legacy Plans     Deferred Stock Units From Exelon Plan     Total Deferred Stock Units     Fair Market Value as of 12/31/2008                           #     #     #     $                                         John A. Canning (1)   2008           708     708     $ 39,372   M. Walter D’Alessio   1983           8,734     8,734       485,698   Nicholas DeBenedictis   2002           6,514     6,514       362,244   Bruce DeMars   1996     1,275     1,366     2,641       146,866   Nelson A. Diaz   2004           6,396     6,396       355,682   Sue L. Gin   1993           1,366     1,366       75,963   Rosemarie B. Greco   1998           10,430     10,430       580,012   Paul L. Joskow   2007           1,844     1,844       102,545   John M. Palms   1990           6,514     6,514       362,244   William C. Richardson   2005           4,719     4,719       262,424   Thomas J. Ridge   2005           4,465     4,465       248,299   John W. Rogers, Jr.   1999     3,436     13,515     16,951       942,645   Stephen D. Steinour   2007           2,101     2,101       116,837   Don Thompson   2007           2,101     2,101       116,837   Total All Directors         4,711     70,773     75,484     $ 4,197,668                                     1. Mr. Canning was appointed to the Board effective August 1, 2008. 26 5.3. Ownership of Exelon Stock   Beneficial Ownership Table The following table shows the ownership of Exelon common stock as of January 31, 2008 by each director, each named executive officer in the Summary Compensation Table, and for all directors and executive officers as a group. Name   Beneficially Owned Shares   Shares Held in Company Plans   Vested Stock Options and Options that Vest Within 60 Days   Total Shares Held   Share Equivalents to be Settled in Cash or Stock   Total Share Interest                        Note (1)           Note (2)                    [a]   [b] (#)   [c] (#)   [d] (#)   [e] (#)   [f] (#)   [g] (#)                                  Directors                         M. Walter D’Alessio   11,506   7,156       18,662   —     18,662 Nicholas DeBenedictis   —     5,000       5,000   —     5,000 Bruce DeMars   9,929   1,239       11,168   —     11,168 Nelson A. Diaz   1,500   4,886       6,386   1,449   7,835 Sue L. Gin   42,777   —         42,777   —     42,777 Rosemarie B. Greco   2,000   8,804       10,804   7,513   18,317 Paul L. Joskow (3)   2,000   465       2,465   549   3,014 John M. Palms   —     5,000       5,000   —     5,000 William C. Richardson   1,254   3,257       4,511   —     4,511 Thomas J. Ridge   —     3,010       3,010   1,001   4,011 John W. Rogers, Jr.   11,374   15,138       26,512   6,971   33,483 Stephen D. Steinour (4)   —     714       714   861   1,575 Donald Thompson (4)   —     714       714   208   922 Named Executive Officers                         John W. Rowe   330,597   5,967   759,250   1,095,814   124,626   1,220,440 John F. Young   34,307   2,500   45,000   81,807   29,774   111,581 Randall E. Mehrberg   —     67,401   108,250   175,651   29,758   205,409 Christopher M. Crane   47,822   4,794   375,538   428,154   30,816   458,970 Ian P. McLean   18,120   35,000   38,750   91,870   27,573   119,443 John L. Skolds (5)   26,839   4,589   202,000   233,428   32,367   265,795 All Directors & Executive Officers - 25 people (6)   620,045   238,631   1,996,038   2,854,714   372,231   3,226,946                           Notes to the Beneficial Ownership Table 1. The shares listed under Shares Held in Company Plans, Column [C], include restricted shares, shares held in the 401(k) plan, and deferred shares held in the Stock Deferral Plan. 2. The shares listed above under Share Equivalents to be Settled in Cash or Stock, Column [F], include unvested performance shares that may settled in cash or stock depending on where the named executive officer stands with respect to their stock ownership requirement, and phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination. 3. Professor Joskow was appointed to the board on July 23, 2007. 4. Messrs. Steinour and Thompson were elected to the board on May 8, 2007. 5. Mr. Skolds’ balances are as of September 7, 2007. 6. Beneficial ownership, shown in Column [E], of directors and executive officers as a group represents less than 1% of the outstanding shares of Exelon common stock. 26 Directors’ And Officers’ Stock Ownership Requirements for Directors and Officers AllUnder 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 sharesshare equivalents accrued in the Exelon common stock fund of the directors’ deferred compensation plan. This requirement was approved during 2007 and reflects a slight reduction from the previous requirement of 6,000 shares. The corporate governance committee utilized an independent compensation consultant who determined that, compared to its peer group, Exelon’s previous ownership requirement was nearly twice that of the median with a shorter period to acquire the shares (previously 3 years).is reasonable. Officers of Exelon and(and its subsidiariessubsidiaries) 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 were recalibrated in November 2006 (retroactive to September 30, 2006) and 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 October 24, 2006September 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 all 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, 2007,2008, the named executive officers (NEOs)(“NEOs”) held the following amounts of stock relative to the applicable guidelines:   Name   Ownership Multiple   Ownership Guideline in Shares   Share or Share Equivalents Owned   Ownership as a percent of Guideline           [a]   [b]   [c] (#)   [d] (#)   [e] (%)                        Rowe   5x   93,410   454,267   486% Young   3x   23,845   62,694   263% Mehrberg   3x   23,845   95,772   402% Crane   3x   24,457   24,778   101% McLean   3x   19,158   82,044   428%                             Name   Ownership Multiple     Ownership Guideline in Shares     Share or Share Equivalents Owned     Ownership As a Percent of Guideline                                  John W. Rowe   5X     101,089     437,323     433%   Matthew F. Hilzinger   2X     10,000     26,162     262%   Christopher M. Crane   3X     21,868     97,461     446%   Ian P. McLean   3X     22,165     93,992     424%   Frank Clark   —       —       —       —                                   27 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.      Beneficially Owned Shares     Shares Held in Company Plans     Vested Stock Options and Options that Vest Within 60 days     Total Shares Held     Share Equivalents to be Settled in Cash or Stock     Total Share Interest              Note (1)                 Note (2)                            [A]     [B]     [C]     [D]=[A]+[B]+[C]     [E]     [F]=[D]+[E]                                                Directors                                     John A. Canning, Jr.   5,000     708     —       5,708     839     6,547   M. Walter D’Alessio   11,847     8,734     —       20,581     —       20,581   Nicholas DeBenedictis   —       6,514     —       6,514     —       6,514   Bruce DeMars   11,498     1,366     —       12,864     —       12,864   Nelson A. Diaz   1,500     6,396     —       7,896     1,868     9,764   Sue L. Gin   44,043     1,366     —       45,409     1,829     47,238   Rosemarie B. Greco   2,000     10,430     —       12,430     9,243     21,673   Paul L. Joskow   2,000     1,844     —       3,844     2,300     6,144   John M. Palms   —       6,514     —       6,514     —       6,514   William C. Richardson   1,291     4,719     —       6,010     —       6,010   Thomas J. Ridge   —       4,465     —       4,465     2,147     6,612   John W. Rogers, Jr.   11,374     16,951     —       28,325     8,533     36,858   Stephen D. Steinour (3)   —       2,101     —       2,101     2,618     4,719   Don Thompson (3)   —       2,101     —       2,101     1,664     3,765   Named Officers                                     John W. Rowe   301,915     6,169     332,500     640,584     129,239     769,823   Matthew F. Hilzinger   2,801     23,139     34,375     60,315     222     60,537   John F. Young (4)   —       —       —       —       —       —     Christopher M. Crane   18,657     50,000     71,000     139,657     28,804     168,461   Ian P. McLean   46,972     15,010     414,038     476,020     32,010     508,030   Frank Clark   26,451     5,000     58,500     89,951     9,996     99,947   Total             Directors & Executive Officers as a group, 25 people (5)   589,762     254,572     1,261,913     2,106,247     323,056     2,429,303                                         1. The shares listed under Shares Held in Company Plans, Column [B], include deferred stock units, restricted shares, shares held in the 401(k) plan, and deferred shares held in the Stock Deferral Plan. 2. The shares listed above under Share Equivalents to be Settled in Cash, Column [E], include unvested performance shares that may be settled in cash or stock depending on where the named officer stands with respect to their stock ownership requirement, and phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination. 3. Messrs. Steinour and Thompson were elected to the board in April 2007 and have until April 2012 to achieve their stock ownership requirement of 5,000 shares. 4. Mr. Young resigned effective January 29, 2008. 5. Beneficial ownership, shown in Column [A], of each director and officer, and of the directors and executive officers as a group, represents less than 1% of the outstanding shares of Exelon common stock. Total includes share holdings from all directors and NEOs, as well as those executive officers listed in Item 1, Executive Officers of the Registrants, who are not NEOs for purposes of compensation disclosure. 28 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.       Name and address of beneficial owner   Amount and nature of beneficial ownership     Percent of class                    Capital World Investors 333 South Hope Street Los Angeles, California 90071   32,994,000     5%   Capital Research Global Investors 333 South Hope Street Los Angeles, California 90071   39,237,320     6%                 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. 29 Stock Performance Chart The performance graph below illustrates a five yearfive-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 20022003 through 2007.2008. The performance chart assumes $100 invested on December 31, 20022003 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.                        LEGEND   2002   2003   2004   2005   2006   2007                                       Exelon Corporation     100.00   129.85   178.35   221.91   265.68   358.84 S&P 500 Stock Index     100.00   128.63   142.58   149.57   173.14   182.63 S&P Utilities Index     100.00   126.00   156.42   182.55   220.82   263.52                                        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   2830 6.4. Compensation Discussion and Analysis   Objectives Of Theof 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.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 named executive officers (NEOs)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, 83%82% of Mr. Rowe’s 20072008 target total direct compensation (base salary plus annual and long-term incentive compensation) was at-risk. Similarly, of the other NEOs’ 20072008 target total direct compensation, approximately 50%51% to 80%73% was at-risk. Recoupment Policy Consistent with the pay-for-performance policy, in May 2007 the compensation committee and the corporate governance committee each recommended, and 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, thatthat:     n   the executive officer engaged in fraud or intentional misconduct;     n   as a result of which Exelon was required to materially restate its financial results;     n   the executive officer was paid more incentive compensation than would have been payable had the financial results been as restated;     n   recoupment is not precluded by applicable law or employment agreements; and     n   the board concludes that, under the facts and circumstances, seeking recoupment would be in the best interestsinterest of Exelon and its shareholders. 2. A Substantial Portion Of Compensation Should Be Granted As Equity-Based Awards.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 onlyin relation to the extent that the market price of Exelon’s stock increases followingor Exelon’s total shareholder return in comparison to other energy services companies and/or general industry. Conversely, when the grant date.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. 31 3. Exelon’s Compensation Program Should Enable The Company To Compete For And Retain Outstanding Executive Talent.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 50th 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 50th percentile; if Exelon’s performance is above target, the compensation will be 29 targeted above the 50th percentile, and if performance is below target, the compensation will be targeted below the 50th 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:   General Industry Companies   Energy Services Companies         3M   American Electric Power Abbott Laboratories   Centerpoint Energy BellSouth Corp. (1)Caterpillar Inc.   Dominion Resources, Inc. CaterpillarGeneral Mills Inc.   Duke Energy Corp. General Mills Inc.Hess Corporation   Edison International Honeywell International   Entergy Corp. International Paper   FirstEnergy Johnson Controls Inc.   PG&E Corp. PepsiCo Inc.   Public Service Enterprise Group Inc. PPG Industries, Inc.   Southern Co. Union Pacific Corp.   TXU Corp. (2)* Weyerhaeuser Company   Xcel Energy, Inc.       Notes: 1. * Included prior to its acquisition by AT&T. 2. Included prior to its going private transaction.privatization in 2008. The compensation committee generally applies the same policies with respect to the compensation of each of the individual NEOs. The compensation committee carefully considers the roles and responsibilities of each of the named executive officersNEO relative to the peer group, as well as the individual’s performance and contribution to the performance of the business in 32 establishing the compensation opportunity for each named executive officer.NEO. The differences in the amounts of compensation awarded to the named executive officersNEOs reflect primarily two factors, the differences in the compensation paid to officers in comparable positions in the peer group and differences in the individual responsibility and experience of the Exelon officers. Time in position affects where individuals are relative to market percentiles, with cash compensation generally at the median and incentive compensation slightly above the median. The nuclear organization’s pay is generally closer to the 75th percentile given the size and quality of Exelon’s nuclear fleet, and certain positions are at the 75th percentile because of unusual expertise in regulatory or nuclear matters. The delivery company presidents were evaluated as a blend of top energy delivery executives and freestanding CEOs, given the amount of independence they have. Mr. Rowe’s target compensation was based on the same factors as the other named executive officers,NEOs, but his compensation reflected a greater degree of policy and decision-making authority and a higher level of responsibility with respect to strategic direction and financial and operating results of Exelon. His target compensation was assessed relative to other CEOs in the peer group. Mr. Rowe’s compensation also reflects the fact that Exelon has the largest market capitalization in the industry and that Exelon has the largest nuclear fleet in the industry. It also reflects that Mr. Rowe is the senior CEO in the industry. The Role Of Individual Performance In Setting Compensation While the consideration of benchmarking data to assureensure that Exelon’s compensation is competitive is a critical component of compensation decisions, individual performance is factored into the setting of compensation in three ways:     n   First, base salary adjustments are based on an assessment of the individual’s performance in the preceding year as well as a comparison with market data for comparable positions in the peer group.   30   n   Second, annual incentive targets are based on the individual’s role in the enterprise — the most senior officers with responsibilities that span specific business units or functions have a target based on earnings per share for the company as a whole, while individuals with specific functional or business unit responsibilities have a significant portion of their targets based on the performance of that functional or business unit.     n   Third, consideration is given as to whether an individual performance multiplier would be appropriately applied to the individual’s annual incentive plan award, based on the individual’s performance. The individual performance multiplier can result in a decision not to make an award or to decrease the amount of the award by upor to 50% or increase the amount of the award by up to 10%. so long as the adjusted award does not exceed the maximum amount that could be paid to the executive based on achievement of the objective performance criteria applicable under the plan. Elements Ofof Compensation This section is an overview of our compensation program for NEOs. It describes the various elements and discusses matters relating to those items, including why the compensation committee chooses to include items in the compensation program. The next section describes how 20072008 compensation was determined and awarded to the NEOs. Exelon’s executive compensation program is comprised of four elements: base salary; annual incentives; long-term incentives; and other benefits. Cash compensation is comprised of base salary and annual incentives. Equity compensation is delivered through long-term incentives. Together, these elements are designed to balance short-term and longer-range business objectives and to align NEOs’ financial rewards with shareholders’ interests. Approximately 35%37% to 67% of NEOs’ total target direct compensation is delivered in the form of cash. Equity compensation accounts for approximately 33% to 65%63% of NEO total target direct compensation. The range in the mix of cash and equity compensation is consistent with competitive compensation practices among companies in the peer group. The compensation committee believes that this mix of cash and equity compensation strikes the right balance of incentives to pursue specific short and long-term performance goals that drive shareholder value. 1. Base Salary Exelon’s compensation program for NEOs is designed so that approximately 17%18% to 50%49% of NEO total direct compensation is in the form of base salary, consistent with practices at the companies in the peer group. 33 2. Annual Incentives Annual incentive compensation is designed to provide incentives for achieving short-term financial and operational goals for the company as a whole, and for subsidiaries, individual business units and operating groups, as appropriate. Under the annual incentive program, cash awards are made to NEOs and other employees if, and only to the extent that, performance conditions set by the compensation committee are met. The amount of the annual incentive target opportunity is expressed as a percentage of the officer’s or employee’s base salary, and actualsalary. Actual awards are determined using the base salary at the end of the year. Threshold, target“Threshold,” “Target” and distinguished (i.e. “Distinguished” (i.e.,maximum) achievement levels are established for each goal. Threshold is set at the minimally acceptable level of performance, for a payout of 50% of target. Target is set consistent with the achievement of the business plan objectives. Distinguished is set at a level that significantly exceeds the business plan and has a low probability of payout, and is capped at 200% of target. Awards are interpolated to the extent performance falls between the threshold, target and distinguished levels. 3. Long-TermLong-term Incentives Long-term incentives are made available to executives and key management employees who affect the long-term success of the company.Exelon. The long-term incentivesincentive compensation programs are primarily equity-based and designed to provide incentives and rewards closely related to the interests of Exelon’s shareholders, generally as measured by the performance of Exelon’s total shareholder return and stock price appreciation, and our long-term incentive compensation programs are generally equity-based.appreciation. A portion of the long-term incentive compensation is in the form of performance share units that are awarded only if, and to the extent that performance conditions established by the compensation committee are met. The balance of long-term incentive compensation is in the form of time-vested stock options that provide value only if, and to the extent that, the market price of Exelon’s common stock increases following the grant. The use of both forms of long-term incentives is consistent with the practices in our peer group. The mix of long-term incentives depends on the compensation committee’s assessment of competitive compensation practices of companies in the peer group. In 2007, consistent with the continuing efforts to recognize ComEd’s independence, the compensation committee recommended, and the ComEd board adopted, a separate long-term incentive program for ComEd’s executives for the period 2007–2009. The goals under the ComEd long-term incentive program are the achievement of ComEd financial, operational, and regulatory/legislative goals. Payments under this plan are made in cash, and are awarded annually by the ComEd board based on the assessment of performance during the year. Other features of the program are similar to the Exelon performance share award program, including the payout of awards ranging from 0-200% of target and vesting over three years. 31 Stock Options Individuals receiving stock options are provided the right to buy a fixed number of shares of Exelon common stock at the closing price of such stock on the grant date. The target for the number of options awarded is determined by the portion of the long-term incentive value attributable to stock options and a theoretical value of each option determined by the compensation committee using a Black-Scholes valuation formula. Options vest in equal annual installments over a four-year period and have a term of ten years. Time vesting adds a retention element to our stock option program. Stock option repricing is prohibited by policy or the terms of the company’s long-term incentive plans. Accordingly, no options have been repriced. Stock option awards are generally granted annually at the regularly scheduled January compensation committee meeting when the committee reviews results for the preceding year and establishes the compensation program for the coming year. NoOnly one off-cycle grantsgrant of stock options werewas made in 2007.2008. All grants to the NEOs must be approved by the full board of directors, which acts after receiving a recommendation from the compensation committee, except grants to Mr. Rowe, which must be approved by the independent directors, who act after receiving recommendation from the compensation committee. Performance Share Units The compensation committee established a performance share unit award program based on total shareholder return for Exelon as compared to the companies in the Standard & Poor’s 500 Index and the Dow Jones Utility Index for a three-year period. The threshold, target and distinguished goals for performance unit share awards are established on the grant date (generally the date of the first compensation committee meeting in the fiscal year). The actual performance against the goals and the number of performance unit share awards are established on the award date (generally the 34 date of the first compensation committee meeting after the completion of the fiscal year). The first third of the awarded performance shares vests upon the award date, with the remaining thirds vesting on the date of the compensation committee’s January meeting in the next two years. The vesting schedule is designed to add a retention factor to the program. Performance share units are settledThe form of payment provides for payment in Exelon common stock forto executives with lower levels of stock ownership, with increasing portions of the payments being made in cash as executives’ stock ownership levels increase abovein excess of the executives’ ownership guidelines. If an executive achieves 125% or more of the applicable ownership target, performance shares will be paid half in cash and half in stock. If executive vice presidents and above achieve 200% or more of their applicable stock ownership target, their performance shares will be paid entirely in cash. This payment structure serves to deliver the long-term compensation in cash where the executive has substantially greater than the required stock ownership and provides the executive with liquidity and the opportunity for diversification. Restricted Stock And& Restricted Stock Units In limited cases, the compensation committee has determined that it is necessary to grant restricted shares of Exelon common stock or restricted stock units to executives as a means to recruit and retain talent. They may be used for new hires to offset annual or long-term incentives that are forfeited from a previous employer. They are also used as a retention vehicle and are subject to forfeiture if the executive voluntarily terminates.terminates, and in some cases may incorporate performance criteria as well as time-based vesting. Executive Stock Ownership And Trading Requirements To strengthen the alignment of executives’ interests with those of shareholders, officers of the company are required to own certain amounts of Exelon common stock by the later of five years after their employment or promotion to their current position. DetailsHowever, in 2007 the compensation committee terminated the stock ownership requirements for ComEd officers in light of this policy are described above on page 27.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. Exelon has adopted a policy requiring officers, executive vice presidents and above, who wish to sell Exelon common stock to do so only through Rule 10b5-1 stock trading plans, and permitting other officers to enter into such plans. This requirement is designed to enable officers to diversify a portion of their holdings in excess of the applicable stock ownership requirements in an orderly manner as part of their retirement and tax planning activities. The use of Section 10b5-1 stock trading plans serves to reduce the risk that investors will view routine portfolio diversification stock sales by executive officers as a signal of negative expectations with respect to the future value of Exelon’s stock. In addition, the use of Rule 10b5-1 stock trading plans reduces the potential for accusations of trading on the basis of material, non-public information that could damage the reputation of the company. Many of the NEOs have such plans, and their exercises during 20072008 are reflected in the “Option Exercises and Stock Vested” table below. Because Mr. Rowe retains a portion of the shares obtained upon the exercise of stock options, the number of shares he owns increases through his stock trading plan. Exelon’s stock trading policy does not permit short sales or hedging. 4. Other Benefits Other benefits offered by Exelon include such things as qualified and non-qualified deferred compensation programs, post-termination compensation, retirement benefit plans and perquisites. The company also provides other benefits such as medical and dental coverage and life insurance to each NEO to generally the same extent as such benefits are provided to other Exelon employees, except that executives pay a higher percentage of their total medical premium. These benefits are intended to make our executives more efficient and effective and provide for their health, well-being 32 and retirement planning needs. The compensation committee reviews these other benefits to confirm that they are reasonable and competitive in light of the overall goal of designing the compensation program to attract and retain talent while maximizing the interests of our shareholders. Deferred Compensation Programs Exelon offers deferred compensation plans to permit the deferral of certain cash and stock compensation to facilitate tax and retirement planning and satisfaction of stock ownership requirements for executives and certain key managers. Exelon maintains non-qualified deferred compensation plans that are open to certain highly-compensated employees, including the NEOs. 35 The Deferred Compensation Plan is a non-qualified plan that permits executives and key managers to defer contributions that would be made to the Exelon Corporation Employee Savings Plan (the company’s tax-qualified 401(k) plan) but for the applicable limits under the Internal Revenue Code. The Deferred Compensation Plan permits participants to defer taxation of a portion of their income. It benefits the company by deferring the payment of a portion of its compensation expense, thus preserving cash. The Stock Deferral Plan is a non-qualified plan that permitted executives to defer performance share units prior to 2007. The Employee Savings Plan is tax-qualified under Sections 401(a) and 401(k) of the Internal Revenue Code.Code (the “Code”). Exelon maintains the Employee Savings Plan to attract and retain qualified employees, including the NEOs, and to encourage employees to save some percentage of their cash compensation for their eventual retirement. The Employee Savings Plan permits employees to do so, and allows the company to contribute,make matching contributions in a relatively tax-efficient manner. The company maintains the excess matching feature of the Deferred Compensation Plan to enable management employees to save for their eventual retirement to the extent they otherwise would have were it not for the limits established by the IRS for purposes of Federal tax policy. The Stock Deferral Plan is a non-qualified plan that permitted executives to defer performance share units prior to 2007. In response to declining plan enrollment and the administrative complexity of compliance with Section 409A of the Internal Revenue Code, the compensation committee approved amendments to the Deferred Compensation and Stock Deferral Plans at its December 4, 2006 meeting. The amendments cease future compensation deferrals for the Stock Deferral Plan and Deferred Compensation Plan other than the excess Employee Savings Plan contribution deferrals. For more information about the amendments, please see “Nonqualified Deferred Compensation.” Change Inin Control and Severance Benefits The compensation committee believes that change in control employment agreements and severance benefits are an important part of Exelon’s compensation structure for NEOs. The compensation committee believes that these agreements will help to secure the continued employment and dedication of the NEOs to continue to work in the best interests of shareholders, notwithstanding any concern they might have regarding their own continued employment prior to or following a change in control. The compensation committee also believes that these agreements and the Exelon Corporation Senior Management Severance Plan are important as recruitment and retention devices, as all or nearly all of the companies with which Exelon competes for executive talent have similar protections in place for their senior leadership. Exelon’s changeChange in controlControl and severance benefitsSeverance Benefits policies were initially adopted in January 2001 and harmonized the policies of Exelon’s predecessor companies. In adopting the policies, the compensation committee considered the advice of a consultant who advised that the levels were consistent with competitive practice and reasonable. The Exelon benefits include multiples of change in control benefits ranging from two times base salary and annual bonus for corporate and subsidiary vice presidents to three2.99 times base salary and annual bonus for the executive committee and select senior vice presidents.presidents other than the CEO. In 2003, the compensation committee reviewed the terms of the Senior Management Severance Plan and revised it to reduce the situations when an executive could terminate and claim severance benefits for “good reason”,reason,” clarified the definition of “cause”,“cause,” and reduced non-change in control benefits for executives with less than two years of service. In December 2004, the compensation committee’s consultant presented a report on competitive practice on executive severance. The competitive practices described in the report were generally comparable to the benefits provided under Exelon’s severance policies. In discussing the compensation consultant’s December 2007 annual report to the committee on compensation trends, the consultant commented that Exelon’s change in control and severance policies were conservative, citing the use of double triggers, and that they remained competitive. 33 In 2007, the compensation committee adopted a policy limiting the amount of future severance benefits to be paid to named executive officersNEOs under future arrangements without shareholder approval to 2.99 times salary plus annual incentive. This policy clarifies that severance benefits include cash severance payments and other post-employment benefits and perquisites, but do not include:     n   Amounts earned in the ordinary course of employment rather than upon termination, such as pension benefits and retiree medical benefits;     n   Amounts payable under plans approved by shareholders;   36   n   Amounts available to one or more classes of employees other than the NEOs;     n   Excise tax gross-up payments, but only if the compensation includable in determining whether excise taxes apply exceed 110% of the threshold amount; otherwise the NEO’s benefits are reduced so that no excise tax is imposed; and     n   Amounts that may be required by existing agreements that have not been materially modified, Exelon’s indemnification obligations or the reasonable terms of a settlement agreement. In April 2008, the compensation committee reviewed the level of non-change in control severance benefits provided to senior vice presidents. These benefits had varied over time as the corporate organization evolved from 1.25 to 2 times annual salary and incentive. The compensation consultant reported that 1.5 times annual salary and incentive was more appropriate and consistent with competitive practices. The compensation committee determined that non-change in control severance benefits for senior vice presidents would be reset at 1.5 times annual salary and bonus, provided that those senior vice presidents with such benefits at 2 times annual salary and bonus would be grandfathered at that level. In December 2008, the individual change in control employment agreements provided to the NEOs (other than the CEO) and certain other executives were amended to comply with section 409A of the Internal Revenue Code, which requires that certain payments of deferred compensation be paid not earlier than six months following a termination of employment. In addition, the severance multiple available to executives who entered into such agreements prior to 2007 was reduced from 3.0 to 2.99 times base salary and annual incentive, consistent with the 2007 compensation committee policy described immediately above, and the board’s recoupment policy was incorporated. Retirement Benefit Plans The compensation committee believes that retirement benefit plans are an important part of the NEO compensation program. These plans serve a critically important role in the retention of senior executives, as retirement benefits increase for each year that these executives remain employed. The plans thereby encourage our most senior executives to remain employed and continue their work on behalf of the shareholders. Exelon sponsors both qualified traditional defined benefit and cash balance defined benefit pension plans and arelated non-qualified supplemental pension planplans (the SERP)“SERPs”). Exelon haspreviously granted additional years of credited service under the SERP to a few executives in order to recruit or retain them. As of January 1, 2004, Exelon ceased the practice of granting additional years of credited service to executives under the non-qualified pension plans that supplement the Exelon Corporation Retirement Program for any period in which services are not actually performed, except that up to two years of service credits may be provided under severance or change in control agreements first entered into after such date. Service credits available under employment, change in control or severance agreements or arrangements (or any successor arrangements) in effect as of January 1, 2004 arewere not affected by this policy. To attract a new executive, Exelon is permitted to grant additional years of service under the SERP related to its cash balance pension plan to make the executive whole for retirement benefits lost from another employer by joining Exelon, provided such a grant is disclosed to shareholders. To date, Exelon has not made any such grant. Perquisites Exelon provides limited perquisites intended to serve specific business needs for the benefit of Exelon; however, it is understood that some may be used for personal reasons as well. When perquisites are utilized for personal reasons, the cost or value is imputed to the officer as income and the officer is responsible for all applicable taxes; however, in certain cases, the personal benefit is closely associated with the business purpose in which case the company may reimburse the officer for the taxes due on the imputed income. In 2005, Towers Perrinthe compensation consultant reviewed Exelon’s perquisites program. Although specific data for Exelon’s peer group was not available, Towers Perrinthe compensation consultant based its analysis on survey data for large energy and general industry companies. Towers PerrinThe compensation consultant found that Exelon’s perquisite program was competitive. The compensation committee reviewed the costs of the perquisite program and determined the costs to be appropriate for a company of Exelon’s size. Anticipating an emerging trend among the peer group to curtail perquisite programs in the future, on January 22, 2007 the compensation committee approved the phase-out of mostmany executive perquisites, effective January 1, 2008. The eliminated perquisites will include:included: leased vehicles (existing leases allowed to expire), financial and estate planning, tax 37 preparation and health and dining/airline club memberships. The phase-out approach includesincluded a one-time transition payment in January 2008. The amounts of the transition payments are reflected in the column headed “All Other Compensation” in the Summary Compensation Table and are detailed in the table headed “Perquisites” that follows that table. Mr. Rowe willdid not receive a transition payment. Exelon will continuecontinues to provide executive physicals, parking in downtown Chicago, supplemental long-term disability insurance and executive life insurance for those with existing policies. Exelon will continue to provideprovides Mr. Rowe with 5060 hours of personal travel per year on the corporate aircraft and car and driver services because of the time commitments his position requires. 34 How Thethe Amount Of 2007of 2008 Compensation Was Determined This section describes how 20072008 compensation was determined and awarded to the NEOs. The independent directors of the Exelon board, on the recommendations of the Exelon corporate governance committee, conducted a thorough review of Mr. Rowe’s performance in 2007.2008. The review considered performance requirements in the areas of finance and operations, strategic planning and implementation, succession planning and organizational goals, communications and external relations, board relations, leadership, and shareholder relations. Mr. Rowe prepared a detailed self-assessment reporting to the board on his performance during the year with respect to each of the performance requirements. The Exelon board considered the financial highlights of the year and a strategy scorecard that assessed performance against the company’s vision and goals. The factors considered included: Goals with respect to protecting the current value of the company, including 1) goals with respect to protecting the current value of Exelon, including:     n   delivering superior operating performance in terms of safety, reliability, customer satisfactionefficiency, and efficiency,the environment;     n   supporting competitive markets,markets;     n   protecting the value of our generation assets,assets; and     n   building healthy, self-sustaining delivery companies;companies, Goals as well as: 2) goals relating to growing long-term value, including: n organizational improvement,     n   aligning financial management policies with the changing profile of the company, n rigorously evaluating new growth opportunities, andorganizational improvement;     n   advancing an environmental strategy that leverages Exelon’ssets the industry standard for low carbon position.energy generation and delivery; and n rigorously evaluating new growth opportunities. The Exelon board considered, in particular, improvements in reliabilityoutage frequency at the energy delivery companies, the higherhigh average capacity factor of the nuclear generating plants, strongabove target results in operating earnings, notwithstanding the current economic turmoil, and the increaseimprovements in Exelon’s market price from $61.89 on December 31, 2006 to $81.64 on December 31, 2007,safety and environmental performance, as well as Exelon’s leading market capitalization among electricchallenges such as the decline in the value of the pension and gas utilities.nuclear decommissioning funds and increased bad debt expenses. The board also considered 20072008 progress in advancing longer-term goals, including the formulation of Exelon’s environmental positionlow-carbon strategy and diversity and inclusion strategy, leadership in addressing regulatory issues, and progress toward the potential to build new nuclear or gas-fired generation plants.building value through disciplined financial management. How Base Salary Was Determined At its January 22, 200728, 2008 meeting, the compensation committee considered organizational changes recommended by the corporate governance committee, subject to approval by the board of directors, which was obtained on January 29, 2008. These changes included promoting Mr. McLean to Executive Vice President, Finance and Markets and Mr. Hilzinger to Senior Vice President and Chief Financial Officer, both effective as of January 29, 2008. The compensation committee reviewed base salary data for the other NEOs listed in the Summary Compensation Table as compared to compensation data at the 50th and 75th percentile of the peer group. Based on this review and their individual performance reviews, including the review of Mr. Rowe’s performance by the corporate governance committee and the independent directors, most of the following NEOs received base salary increases:increases effective as of March 1, 2008 that were in line with the average 4% increase that the consultant reported was competitive. Because Messrs. Crane and Clark received significant base salary increases in September 2007, they did not receive base salary increases effective March 1, 2008.           Name   Base Salary     Percent Increase   Effective Date                     Rowe   $ 1,375,000     5.8%   3/1/2007 Young     585,000     6.4%   3/1/2007 Mehrberg     585,000     4.5%   3/1/2007 Crane     550,000     7.8%   3/1/2007 McLean     470,000     5.6%   3/1/2007 Skolds     670,000     5.5%   3/1/2007                   38 In August 2007, upon the retirement of Mr. Skolds,July 2008, the compensation committee recommended, and the board of directors approved, a reorganizationbase salary increases for certain NEOs in the nuclear and finance areas as well as the CEOs of the senior management of Generation, ComEd and PECO. These increases were based on the compensation committee’s determination that the compensation for these officers was not competitive, as evidenced by specific examples of Exelon Nuclear officers who were being recruited by other nuclear generating and engineering companies and by the resignation of several senior financial officers who left Exelon to pursue opportunities at other companies, as well as the leadership being demonstrated by the ComEd and PECO CEOs in the face of significant challenges. These base salary adjustments were effective as of August 1, 2008. In addition, Mr. Crane received a further increase in pay effective as of September 23, 2008, in connection with assuming his new responsibilities aspromotion to President and Chief Operating Officer of Generation in connection with this reorganization, Mr. Crane’sExelon and President of Generation. The amounts of base pay, percentages of increase, and effective dates of base salary was increased by 9.1%, to $600,000, effective as of September 3, 2007. He is not scheduled to receive any annual increaseincreases are set forth in base salary until March 2009.the following table.   35         Name   Base Salary     Percent Increase     Effective Date                           Rowe   $ 1,430,000     4.0%     3/1/2008   Hilzinger     380,000     15.9%     1/29/2008   Hilzinger     425,000     11.8%     8/1/2008   Crane     700,000     16.7%     8/1/2008   Crane     800,000     14.3%     9/23/2008   McLean     570,000     21.3%     1/29/2008   McLean     625,000     9.6%     8/1/2008   Clark     550,000     7.8%     8/1/2008                         How 20072008 Annual Incentives Were Determined For 2007,2008, the annual incentive payments to Mr. Rowe and each of nine other senior executives were funded by a notional incentive pool established by the Exelon compensation committee under the Annual Incentive Plan for Senior Executives, a shareholder-approved plan, which is intended to comply with Section 162(m). The incentive pool was funded with 1.5% of Exelon’s 2008 operating income, the same percentage used in 2007 and 2006, but was not fully distributed to participants because the committee decided on substantially lesser awards. Annual incentive payments for 20072008 to Messrs. Rowe McLean, Crane, Skolds, Young and MehrbergMcLean were made from the portion of the incentive pool available to fund awards for each of them based on the company’s operating earnings per share, adjusted for non-operating charges and other one-time, unusual and non-recurring items. For executives with general corporate responsibilities, the goal was adjusted (non-GAAP) operating earnings per share so that they would focus their efforts on overall corporate performance. The earnings per share goal ranges were set to be like the forecast earnings ranges, with the annual incentive plan target slightly higher than the financial plan target. This goal was thought to be a stretch, but attainable. In accordance with the design of the annual incentive program, the compensation committee reviewed 20072008 earnings and decided not to include the effects of significant one-time charges or credits that are not normally associated with ongoing operations and mark-to-market adjustments from economic hedging activities in adjusting earnings for purposes of making awards under the annual incentive plan. The adjusted earnings are consistent with the adjusted (non-GAAP) operating earnings that Exelon reports in its quarterly earnings releases. For 2007,2008, the adjustments included:     n   the cost of Illinois rate relief associated with the legislative settlement and a settlement with the City of Chicago,Chicago;     n   a gain on the termination of a power purchase agreement, n unrealized gains and losses on mark-to-market adjustments, n gains on investments in synthetic-fuel producing facilities, n the loss from subleasing a generating station, n the net positive effect of non-cash deferred tax items,adjustments;     n   a reduction in estimated nuclear decommissioning costs,costs; and     n   the positive effect of adjustments relating to sales of businesses. 20072008 annual incentive payments for other NEOs with specific business unit responsibilities were based upon a combination of adjusted (non-GAAP) operating earnings per share and other company and business unit financial and operating measures. For executives with general corporate responsibilities, the goal was adjusted (non-GAAP) operating earnings per share so that they would focus their efforts on overall corporate performance. For executives with specific business unit responsibilities, the goals were a mix of earnings per share (so that they would focus on overall corporate performance) and business unit financial and/or operating measures, depending on the nature of their responsibilities; underresponsibilities (so they would focus on the performance of their business unit). Under the terms of the plan, the business unit financial 39 measures are adjusted from GAAP measures. For ComEd executive officers, adjusted (non-GAAP) operating earnings of Exelon were not a goal, consistent with the continuing efforts to recognize ComEd’s independence as described above. ComEd’s goals included other financial and operational goals. The ComEd net income goals were reduced from 50% in 2007 to 25% for 2008 and their reliability, safety and customer satisfaction goals were increased from 25% in 2007 to 50% in 2008 so that their goals would be more similar to the goals for other ComEd employees. The following table summarizes the goals and weights applicable to the NEOs for 2007:2008:           Name   Adjusted Operating Earnings Per Share   Adjusted Generation Net Income   Exelon Nuclear Fleet- Wide Capacity Factor               Rowe   100%   0%   0% Young   100%   0%   0% Mehrberg   100%   0%   0% Crane   50%   25%   25% McLean   50%   50%   0% Skolds   100%   0%   0%               36               Name   Adjusted Operating Earnings Per Share     Adjusted Generation Net Income     Adjusted Business Services Company (“BSC”) Total Cost     Adjusted ComEd Net Income     Adjusted ComEd Total Cost     ComEd Reliability, Safety & Customer Satisfaction Measures                                                Rowe   100%     0%     0%     0%     0%     0%   Clark   0%     0%     0%     25%     25%     50%   Hilzinger   75%     0%     25%     0%     0%     0%   Crane   75%     25%     0%     0%     0%     0%   McLean   100%     0%     0%     0%     0%     0%                                         The following table describes the performance scale and result for the 20072008 goals:               2007 Goals   Threshold   Target   Distinguished   2007 Results   Payout as a Percentage of Target                             Adjusted (non-GAAP) Operating Earnings Per Share (EPS)   $ 3.65       $ 4.15       $ 4.45       $ 4.32       156.67% Adjusted Generation Net Income ($M)   $ 2,200       $ 2,350       $ 2,450       $ 2,394       144.20% Exelon Nuclear Fleet-Wide Capacity Factor     92.0%     94.0%     95.0%     94.5%   150.00%                               Annual incentive payments were also based on customer satisfaction as measured by performance on the American Customer Satisfaction Index (ACSI) Proxy objective. The ACSI Proxy captures the overall opinions from customers in all segments – residential, large commercial and industrial and small commercial and industrial. If the ACSI Proxy fell into the third quartile of peer group utilities, AIP awards would have been reduced by 2.5%. If the ACSI Proxy fell into the fourth quartile of peer group utilities, AIP awards would have been reduced by 5%. If the ACSI Proxy rose from the second quartile to the first quartile, the AIP Awards would have been increased by 5%. An independent research firm tabulates the ACSI score after asking residential customers to rate their utility using three survey measures: how satisfied customers are with the company overall; the extent to which the company falls short or exceeds customers’ expectations; and how close the company is to their ideal energy utility company. The company includes small and large commercial and industrial components that mirror the ACSI. For the evaluation period of first quarter of 2007 through third quarter of 2007 the company achieved a score of 69.1, which was in the third quartile. As a result of the low achievement under the 2007 customer satisfaction objective, all annual incentive payments were reduced by 2.5%.             2008 Goals   Threshold     Target     Distinguished     2008 Results     Payout as a Percentage of Target                                         Adjusted (non-GAAP) Operating Earnings Per Share (EPS)   3.65     4.15     4.45     4.20     116.67%   Adjusted Generation Net Income ($M)   2,006     2,156     2,256     2,291.9     200.00%   Adjusted BSC Total Cost ($M)   638.1     607.7     589.5     580.83     200.00%   Adjusted ComEd Net Income ($M)   220     237     260     241.82     121.53%   Adjusted ComEd Total Cost ($M)   1,681     1,601     1,552     1,602.38     98.83%   ComEd Reliability Measure — CAIDI (minutes per outage)   114     95     87     116     0.00%   ComEd Reliability Measure — SAIFI (outages per customer)   1.35     1.21     1.17     1.13     200.00%   ComEd Safety Measure — OSHA Recordable Rate   1.54     1.21     1.15     1.10     200.00%   ComEd Customer Satisfaction (weighted combined score of residential, small commercial & industrial and large commercial & industrial customers)   75     77     79     79.20     200.00%                                   In making annual incentive awards, the compensation committee has the discretion to reduce or not pay awards even if the targets are met. Although the impact of the Illinois settlement was excluded from the determination of earnings for 2007 for incentive compensation purposes ($448.2 million in 2007 and $234.5 million in 2008), management recommended reductions in the awards to officers because the cost of the settlement was significant: 20% for Mr. Rowe and the executive vice presidents, and 10% for other officers. Because the committee felt that the settlement was good for the company, the compensation committee determined that the recommended reductions were too harsh, and approved reducing annual incentive awards by 20% for Mr. Rowe, and 10% for the other executive vice presidents (but not for Messrs. Crane and O’Brien, who were not executive vice presidents at the time of the settlement). The committee also determined that individual performance multipliers would be capped at 100% for all officers. The 20072008 annual incentive program included the following shareholder protection features:features (“SPF”):     n   If target earnings per share are not achieved, then operating company/business unit key performance indicator payments are limited to actual performance, not to exceed 100% of the target payout (100%)payout.     n   If earnings per share are greater than or equal to target, but less than 150% of target, then the operating company/business unit key performance indicator payments are limited to 150% of target payoutpayout.     n   If earnings per share are greater than or equal to 150% of target, and operating company net income is greater than or equal to target, then the operating company/business unit will receive the average of the capped and uncapped payout.key performance indicators are based on actual performance. As a result of 2008 earnings being at 116.67% of target, the strengthoperating company/business unit key performance indicators were limited to actual performance, not to exceed 150% of 2007 earnings, nonetarget. The effect of these SPF reductions is shown in the shareholder protection featurestable below. With respect to the NEOs in the table below, individual performance multipliers (IPM) were applied in 2007.approved and recommended by the compensation committee based upon assessments of NEO performance and input from the CEO. Under the   3740 terms of the Annual Incentive Program, the individual performance multiplier is used to adjust awards from minus 50% to plus 10% subject to the maximum 200% of target opportunity and the amounts available under the incentive pool. The compensation committee also took into account the result in the ComEd rate case, which was viewed as favorable even though ComEd did not receive as much of a rate increase as it had requested. Accordingly, the compensation committee provided relief to Mr. Clark on the operating net income goal for the asset write-off resulting from the rate case. Based on the performance against the goals shown in the tables above, and taking into account the reductions for low achievement underresulting from the customer satisfaction goal and for the cost of the Illinois settlementshareholder protection features and the disparity in the ComEd awardsadjustments discussed above, the compensation committee recommended and the Exelon or the ComEd board of directors, as the case may be (or in the case of Mr. Rowe, the independent directors) approved the following awards for the NEOs:   Name   Payout as a Percent of Target (before IPM)   Payout   Individual Performance Multiplier (IPM)   Payout (after IPM)   Award Reduction   Final Payout [a]   [b]   [c]   [d]   [e]   [f]   [g]      (%)   ($)   (%)   ($)   (%)   ($)                                  Rowe   152.7%   $ 2,100,312   100%   $ 2,100,312   20%   $ 1,680,249 Young   152.7         625,511   100         625,511   10         562,960 Mehrberg   152.7         625,511   100         625,511   10         562,960 Crane   148.1         577,536   100         577,536   —         577,536 McLean   146.7         448,084   100         448,084   10         403,276 Skolds (1)   —         —   —         —   —         344,178                                 Notes: 1. Under the terms of the AIP for senior executives, upon his retirement Mr. Skolds received a pro-rated target incentive.      Payout as a % of Target (pre-SPF)     Payout $ (pre-SPF)     SPF Reduction $     Payout as a % of Target (post-SPF & pre-IPM)     Payout $ (post-SPF & pre-IPM)     IPM %     Payout $ (post-SPF & post-IPM)                                                       Rowe   116.7%     $ 1,835,166     $ 0     116.7%     $ 1,835,166     100%     $ 1,835,166   Hilzinger   137.5           350,625       (31,875)     125.0           318,750     100           318,750   Crane   137.5           825,000       (75,000)     125.0           750,000     100           750,000   McLean   116.7           510,416       0     116.7           510,416     100           510,416   Clark   120.1           495,371       0     120.1           495,371     100           495,371                                                       How Long-Term Incentives Were Determined The compensation committee reviewed the amount of long-term compensation paid in the peer group for positions comparable to the positions held by the named executive officersNEOs and then applied a ratio of stock options to performance shares in order to determine the target long-term equity incentives for each named executive officer,NEO, using Black-Scholes valuation for stock options and a 90 day weighted-average price for the preceding quarter to value performance shares. For 2007, the compensation committee determined that the mix of long-term incentive compensation for Exelon Corporation senior officers, including the NEOs, should be changed to 25% stock options and 75% performance shares, from 35% stock options and 65% performance shares in 2006. This determination was based on the compensation committee’s review of competitive data for the peer group and considerations of the effect of the implementation of SFAS 123-R on the accounting for equity-based compensation. Stock option grants for 20072008 were all at the targeted amounts. The actual amounts of performance shares awarded to the named executive officersNEOs depended on the extent to which the performance measures were achieved. Stock Option Awards The company granted non-qualified stock options to the Exelon Corporation senior officers, including the NEOs, but excluding Mr. Clark, on January 22, 2007.28, 2008. These options were awarded at an exercise price of $59.96,$73.29, which was the closing price on the January 22,28, 2008 grant date. The stock option awards were all at target levels. The size of the awards granted in 2008 was smaller than in 2007, reflecting the increase in the price of Exelon’s stock on the grant date.date in 2008 as compared to the price on the grant date in 2007. Exelon Performance Share Unit Awards The 20072008 Long-Term Performance Share Unit Award Program was based on two measures, Exelon’s three-year Total Shareholder Return (TSR)(“TSR”), compounded monthly, as compared to the TSR for the companies listed in the Dow Jones Utility Index (60% of the award), and Exelon’s three-year TSR, as compared to the companies in the Standard and Poor’s 500 Index (40% of the award). This structure was consistent with the structure used in the 2007 program. Payouts are determined based on the following scale: the threshold TSR Position Ranking, for a 50% of target payout, was the 25th percentile; the target, for a 100% payout, was 50th percentile; and distinguished, for a 200% payout, was the 75th percentile, with payouts interpolated for performance falling between the threshold, target, and distinguished levels. Exelon exceeded target performance levels with respect to both TSR measures. For the performance period of January 1, 20052006 through December 31, 2007,2008, Exelon’s relative ranking of TSR as compared to the Dow Jones Utility Index was betweenat the target and distinguished levels (68.7level (75 percentile ranking or 174.8%200% of target payout). For the same time period, the company’s relative ranking of TSR in the S&P 500 Index was at the distinguished level (89.0(85.6 percentile ranking or 200% of target payout). Overall performance against both measures combined resulted in a payout to participants for 20072008 that represented 184.9%200% of each participant’s target opportunity. 38 The amount of each NEO’s target opportunity was based on the portion of the long-term incentive value for each NEO attributable to performance share units (75%) and the weighted average Exelon stock price for the fourth quarter of 2006.2007. 41 Based on the formula, 20072008 Performance Share Unit Awards for NEOs were as set forth in the following table. Performance share units vest one-thirdThe first third of the awarded performance shares vests upon the award date, with the remaining thirds vesting on the grant date one-third after one year, and one-third afterof the compensation committee’s January meeting in the next two years.   Name   Shares   Value   Form of Payment                  Note (1)   Note (2)         [a]   [b] (#)   [c] ($)   [d]                   Rowe   120,185   $ 8,808,359   100% Cash Young   28,660     2,100,491   100% Cash Mehrberg   28,660     2,100,491   100% Cash Crane   28,660     2,100,491   100% Stock McLean   28,660     2,100,491   100% Cash Skolds   24,062     1,763,504   100% Cash                 Exelon   Shares     Value     Form of Payment                       Note (1)     Note (2)                           Rowe   104,000     $ 5,877,040     100% Cash   Hilzinger   10,000       565,100     50% Cash /50% Stock   Crane   26,220       1,481,692     100% Cash   McLean   24,800       1,401,448     100% Cash                         Notes: 1. Based on the Exelon closing stock price of $73.29$56.51 on January 28, 2008.26, 2009.   2. Form of payment based on stock ownership level. Stock payment means amounts paid in shares of Exelon common stock. Refer to the Stock Ownership Guidelines section in Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The figures in this column are not the same as the figures reported in the Stock Awards column Eof the Summary Compensation Table because of the effect of the vesting requirement. 2007–2009 ComEd Long-Term Incentive Program In 2007 the compensation committee recommended, and the ComEd board adopted, a long-term incentive program designed to align the incentive compensation program with ComEd’s status as a fully regulated operating company. Accordingly, the program pays out in cash; there is no Exelon equity component to the program. The program for the 2007–2009 performance period is based on ComEd’s executive’s ability to avoid adverse legislation and maintain competitive power procurement with cost pass through as well as make appropriate progress in ComEd’s 2007–2011 business plan. The measures are qualitative and quantitative and encompass financial (one-third), operational (one-third), and regulatory and legislative (one-third) goals for the three-year target. There is a subjective element to payouts under the program. Financial goals for the performance cycle are that by year-end 2009, ComEd’s 2010 budget should reflect financial stability as evidenced by financial measures such as an industry median, adjusted (non-GAAP) operating return on equity, with the milestone for year-end 2008 being an adjusted (non-GAAP,e.g.,excluding goodwill) return on equity at 6% with 56% debt; the threshold for this milestone is 5.6%, with distinguished at 6.6%. Operational goals are measured by ComEd CAIDI and ComEd SAIFI. The performance cycle goals are to achieve second quartile (or the level agreed to with the Illinois Commerce Commission) with targets of 1.15 and 92, respectively. The 2008 milestone is SAIFI of 1.21, with threshold at 1.35 and distinguished at 1.17, and CAIDI at 95, with threshold at 114 and distinguished at 87. The regulatory/legislative goals for the performance cycle are measured by ratemaking, preservation of the power procurement process, and avoidance of harmful legislation. The goals for the performance cycle are supporting the current delivery service tariff rate case; preparing for the next rate case using a future test year as base, if feasible; developing contingency plans for potential 2008 rate case outcomes; supporting the transmission rate case update; implementing a new horizontal RFP procurement process; working with the IPA and stakeholders to obtain ICC approval of the 2009–2010 procurement plan; developing and supporting retail competition initiatives; implementing energy efficiency and demand response plans; and avoiding adverse legislation that would significantly impact the business. For the performance period of January 1, 2008 through December 31, 2008, ComEd achieved below threshold performance relative to CAIDI (outage duration) and distinguished performance relative to SAIFI (outage frequency). For the same time period, ComEd achieved a below threshold level of performance relative to 2008 operating return on equity. However, the result in the ComEd rate case was viewed as favorable even though ComEd did not receive as much of a rate increase as it had requested. Excluding the rate case asset write-offs, ComEd would have achieved target performance on the financial goal. Taking into consideration the favorable result in the rate case and heavy storm recovery costs, the committee considered performance on the financial goal to have been at target. ComEd also achieved a distinguished level of performance relative to its regulatory and legislative goals. Based on their evaluation of this performance, the compensation committee recommended, and the ComEd board approved, payouts to participants for 2008 that represented 150% of each participant’s target opportunity. Based on the formula, 2008 ComEd Long-Term Incentive Awards for Mr. Clark were as set forth below. The first third of the award vests upon the award date, with the remaining thirds vesting on the date of the compensation committee’s January meeting in the next two years. 42 ComEd   Value     Form of Payment              Note (1)     Note (2)                    Clark   $ 1,554,000     100% Cash                   (1) Based on 150% of target opportunity. (2) Form of payment is 100% cash. The figures in this column are not the same as the figures reported in the Stock Awards column of the Summary Compensation Tables because of the effect of the vesting requirement. Severance PaymentsRetention Awards TheIn July 2008, the compensation committee recommended, and the Exelon board approved, a retirement and separation agreementretention awards of restricted stock units for Mr. John L. Skoldscertain officers. These awards were based on the same considerations that led to the approval of base salary increases effective on August 1, 2008 that were discussed above. These restricted stock units will be settled in which he agreed to restrictive covenants relating to non-solicitation, non-competition, confidential information, intellectual property, non-disparagement, and a standstill. Mr. Skolds also executed a waiver and release. In consideration for the agreementshares. The NEOs who received such awards and the settlement and release, Exelon paid Mr. Skolds $1,172,500, representing his current annual base salary and target annual incentive for 2007. The cash payment is to be paid in a lump sum no later than the second payroll date following the date that is six months after September 7, 2007. This payment was made as a resultnumber of significant organizational changes required to support the legislative and regulatory environment and in recognition of his significant contributions to Exelon’s success. Mr. Skolds was not eligible for severance benefits under the Senior Management Severance Plan, which would have provided two times annual base salary and target annual incentive. Mr. Randall E. Mehrberg resigned from his position as Exelon’s Executive Vice President, Chief Administrative Officer, and Chief Legal Officer, effective as of the close of business on December 31, 2007. Mr. Mehrberg will remain as an employee of Exelon through June 30, 2008, or such earlier time that he accepts alternative employment or as otherwise mutually agreed, to cooperate with the orderly transition of his duties and to assist in the design and implementation of Exelon’s environmental initiatives. He will remain eligible for salary and annual incentive compensation through June 30, 2008. Mr. Mehrberg has entered into a retirement and separation agreement, the terms of whichrestricted stock units are consistent with the terms of the Exelon Corporation Senior Management Severance Plan and the Exelon Corporation Long-Term Incentive Plan, in which he has agreed to restrictive covenants relating to non-solicitation, non-competition, confidential information, intellectual property, and non-disparagement. He will receive a distribution of his account balances under the Exelon Corporation Deferred Compensation and Stock Deferral Plans on or about March 15, 2008, and will receive a distribution of his accrued benefit under the Exelon Corporation Supplemental Management Retirement Plan on or about July 15, 2008.set forth below:   39 Shares Vesting Hilzinger 5,000 100% after 5 years Crane 15,000 100% after 5 years McLean 10,000 50% after 3 years 50% after 5 years Tax Consequences Under Section 162(m) of the Internal Revenue Code, executive compensation in excess of $1 million paid to a CEO or other person among the four other highest compensated officers is generally not deductible for purposes of corporate Federal income taxes. However, qualified performance-based compensation, within the meaning of Section 162(m) and applicable regulations, remains deductible. The compensation committee intends to continue reliance on performance-based compensation programs, consistent with sound executive compensation policy. The compensation committee’s policy has been to seek to cause executive incentive compensation to qualify as “performance-based” in order to preserve its deductibility for Federal income tax purposes to the extent possible, without sacrificing flexibility in designing appropriate compensation programs. Because it is not “qualified performance-based compensation” within the meaning of Section 162(m), base salary is not eligible for a Federal income tax deduction to the extent that it exceeds $1 million. Accordingly, Exelon is unable to deduct that portion of Mr. Rowe’s base salary in excess of $1 million. Annual incentive payments to NEOsawards and performance share units payable to NEOs are intended to be qualified performance-based compensation under Section 162(m), and are therefore deductible for Federal income tax purposes. However, because of the element of compensation committee and ComEd board of directors discretion in the 2007–2009 ComEd Long-Term Incentive Program, payments under that program are not eligible for Federal income tax deduction to the extent that, combined with an individual’s base salary, payments exceed $1 million. Restricted stock and restricted stock units are not deductible by the company for Federal income tax purposes under the provisions of Section 162(m) if NEONEOs’ compensation that is not “qualified performance-based compensation” is in excess of $1 million. Under Section 4999 of the Internal Revenue Code, there is a steep excise tax if change in control or severance benefits are greater than 2.99 times the five-year average amount of income reported on an individual’s W-2. This provision can have an arbitrary effect, due to the uneven effect of such items as relocation reimbursements and stock option exercises. In addition, the excise tax is imposed if compensation is only $1 greater than the threshold. Accordingly, Exelon has a policy of providing excise tax gross-ups, and avoiding gross-ups by reducing payments to under the threshold if the amount otherwise payable to an executive is not more than 110% of the threshold. In December 2007 the compensation committee reviewed this policy and concluded that it was reasonable. Conclusion The compensation committee is confident that Exelon’s compensation programs are performance-based and consistent with sound executive compensation policy. They are designed to attract, retain and reward outstanding executives and to motivate and reward senior management for achieving high levels of business performance, customer satisfaction and outstanding financial results that build shareholder value. 43 Report of the Compensation Committee The Compensation Committeecompensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committeecompensation committee recommended to the Boardboard that the Compensation Discussion and Analysis be included in the 20072008 Annual Report on Form 10-K and the 20082009 Proxy Statement. February 6, 2008 Rosemarie B. Greco, Chair M. Walter D’Alessio William C. Richardson Stephen D. Steinour February 6, 2009 The Compensation Committee Rosemarie B. Greco, Chair William C. Richardson John A. Canning, Jr. Stephen D. Steinour M. Walter D’Alessio 7.5. Executive Compensation Data   Summary Compensation TableTables The tables below summarize the total compensation paid or earned by each of the named executive officers of ExelonNEO for the year ended December 31, 2007.2008. Salary amounts may not match the amounts discussed in Compensation Discussion and Analysis because that discussion concerns salary rates; the amounts reported in the Summary Compensation Tables reflect actual amounts paid during the year including the effect of changes in salary rates. Changes to base salary generally take effect on March 1, and there may also be changes at other times during the year to reflect promotions or changes in responsibilities. 40 Bonus reflects discretionary bonuses or amounts paid under the annual incentive plan on the basis of the individual performance multiplier approved by the compensation committee and the board of directors or, in the case of Mr. Rowe, approved by the independent directors. Stock awards includeand option awards show the dollar amount calculated in accordance with SFAS No.123-R and recognized in the company’s financial statements for the full year 2008 for all outstanding equity awards made to NEOs in prior years as well as the grants of any awards made during 2008. In accordance with SFAS No.123-R, if the NEO is retirement eligible, the full value of any outstanding awards will be recognized in the year of grant for financial statement purposes, even though the NEO will still receive the award subject to the original vesting schedule. Stock awards consist primarily of performance share units.awards. All performance share units are made pursuant to the terms of the 2006 Long-Term Incentive Plan (“LTIP”) based upon the achievement of goals, as described above. One-thirdThe threshold, target and distinguished goals for performance share unit awards are established on the grant date. The actual performance against the goals and the number of performance share units awarded are established on the award vests upon the award date with the balance vesting ratably over the next two years.date. Upon retirement or involuntary termination not forwithout cause, earned but non-vested shares are eligible for accelerated vesting. The form of payment provides for payment in Exelon common stock to executives with lower levels of stock ownership, with increasing portions of the payments being made in cash as executives’ stock ownership levels increase in excess of the ownership guidelines. If an executive achieves 125% or more of the applicable ownership target, performance shares will be paid half in cash and half in stock. If executives, executive vice presidents and above achieve 200% or more of thetheir applicable stock ownership target, their performance shares will be paid entirely in cash. Stock awards may also include restricted stock or stock unit awards. When awarded, restricted stock or stock units are earned by continuing employment for a pre-determined period of time or, in some instances, after certain performance requirements are met. In some cases, the award may vest ratably over a period; in other cases, it vests as a wholein full at one or more pre-determined dates. Amounts of restricted shares held by each NEO, if any, are shown in the footnotes to the Summary CompensationOutstanding Equity Table. All option awards are made pursuant to the terms of the 2006 Long-Term Incentive PlanLTIP and are for the purchase of Exelon common stock. All options are granted at a strike price that is not less than the fair market value of a share of stock on the date of grant. Fair market value is defined under the plans as the closing price on the grant date as reported on the New York Stock 44 Exchange. Options vest in equal annual installments over a four-year period and have a term of ten years. Employees who are retirement eligible are eligible for accelerated vesting upon retirement or termination.termination without cause. Non-equity incentive plan compensation includes the amounts earned under the annual incentive plan by the extent to which the applicable financial and operational goals were achieved. The annual incentive plan for 20072008 is described in Compensation Discussion and Analysis above.   Name and Principal Position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compen- sation Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings All Other Compen- sation Total Note (7) Note (8) Note (9) Note (10) Note (11) Note (12) [a] [b] [c] ($) [d] ($) [e] ($) [f] ($) [g] ($) [h] ($) [I] ($) [J] ($) Rowe Note (1) 2007 2006 $ 1,361,154 1,291,918 $ —   168,345 $ 12,728,849 10,527,089 $ 2,798,893 1,324,393 $ 1,680,249 1,683,455 $ 504,385 856,413 $ 418,026 575,455 $ 19,491,556 16,427,068 Young Note (2) 2007 2006 578,538 546,767 —   —   2,787,570 2,174,945 383,148 310,360 562,960 498,575 74,623 77,622 125,378 158,808 4,512,217 3,767,077 Mehrberg Note (3) 2007 2006 580,385 556,767 —   —   3,045,650 2,917,114 641,170 746,480 562,960 507,640 280,886 263,587 2,179,620 144,995 7,290,671 5,136,583 Crane Note (4) 2007 2006 558,000 505,959 —   43,911 2,161,974 1,545,742 482,210 309,035 577,536 439,110 442,503 352,298 158,029 131,404 4,380,252 3,327,459 McLean Note (5) 2007 2006 482,500 442,575 —   —   2,593,306 1,811,526 473,898 407,167 403,276 383,145 53,160 62,625 96,874 102,602 4,103,014 3,209,640 Skolds Note (6) 2007 2006 470,269 630,959 —   —   2,701,285 3,012,980 834,190 863,280 344,178 616,744 1,363,791 381,656 1,276,979 165,376 6,990,692 5,670,995 Name and Principal Position   Year     Salary     Bonus     Stock Awards     Option Awards     Non-Equity Incentive Plan Compen- sation     Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings     All Other Compen- sation     Total                                          Note (7)     Note (8)     Note (9)     Note (10)     Note (11)     Note (12)                                                                            Rowe (1)   2008     $ 1,474,423     —       $ 2,068,010     $ 2,455,433     $ 1,835,166     $ 830,272     $ 400,192     $ 9,063,496     2007       1,361,154     —         12,728,849       2,798,893       1,680,249       504,385       418,026       19,491,556       2006       1,291,918     168,345       10,527,089       1,324,393       1,683,455       856,413       575,455       16,427,068   Hilzinger (2)   2008       408,627     —         556,237       141,429       318,750       57,492       143,916       1,626,451   Young (3)   2008       60,750     —         (1,282,781)       —         —         9,819       18,089       (1,194,123)     2007       578,538     —         2,787,570       383,148       562,960       74,623       125,378       4,512,217       2006       546,767     —         2,174,945       310,360       498,575       77,622       158,808       3,767,077   Crane (4)   2008       694,230     —         2,519,603       931,625       750,000       642,938       272,727       5,811,123     2007       558,000     —         2,161,974       482,210       577,536       442,503       158,029       4,380,252       2006       505,959     43,911       1,545,742       309,035       439,110       352,298       131,404       3,327,459   McLean (5)   2008       561,538     —         1,125,928       670,842       510,416       95,727       216,544       3,180,995     2007       482,500     —         2,593,306       473,898       403,276       53,160       96,874       4,103,014       2006       442,575     —         1,811,526       407,167       383,145       62,625       102,602       3,209,640   Clark (6)   2008       546,692     —       $ (198,434)       56,970     $ 2,049,371     $ 548,986     $ 193,738       3,197,323     2007       482,500     —         566,726       121,635       2,288,853       391,782       146,412       3,989,639       2006       440,000     —         2,239,794       592,755       326,584       158,233       162,925       3,920,291                                                                         Notes to the Summary Compensation Table 1. John W. Rowe, Chairman President & Chief Executive Officer.and CEO, Exelon; Chairman, Generation.   2. Matthew F. Hilzinger, Senior Vice President and CFO, Exelon. Mr. Hilzinger is an executive officer of Exelon and Generation. 3. John F. Young, Executive Vice President, Finance & Markets and Chief Financial Officer. 41 3. Randall E. Mehrberg, Executive Vice President, Chief Administrative Officer & Chief Legal Officer (through 12/31/07).CFO, Exelon and Generation through January 5, 2008. Mr. Young remained an employee through January 29, 2008.   4. Christopher M. Crane, Executive Vice President.President and Chief Operating Officer (COO), Exelon and Generation.   5. Ian P. McLean, Executive Vice President.President, Finance & Markets, Exelon.   6. John L. Skolds, Executive Vice President (through 09/07/07).Frank M. Clark, Chairman and CEO, ComEd.   7. In previous years in recognition of their overall performance, certain NEOs received an individual performance multiplier to their annual incentive payment in 2006.payments or other special recognition awards.   8. The amounts shown in this column include the compensation expense recognized in the 2008 financial statements for 2007 for the performance share unit awards granted on January 29,28, 2008 and paid out in January 2009 with respect to the three-year performance period ending December 31, 2007,2008, and the expense recognized during 20072008 for performance share unit awards granted in previous years, as well as the expense recognized during 20072008 for restricted stock or stock unit awards made to many of these officers in 20072008 or previous years. For a discussion of the assumptions made in the valuation of these awards under SFAS No. 123-R, see note 12 of the Combined Notes to the financial statements in theConsolidated Financial Supplement.Statements. For purposes of this table, estimates of forfeitures related to service-basedservice- based vesting conditions have been disregarded. With respect to the performance share awards granted on January 23, 2006 and January 22, 2007 that are eligible for cash distribution in January 2009 and 2010, including the outstanding awards to Mr. Clark who no longer receives performance share awards, in 2008 Exelon recorded an adjustment to amounts recorded as of December 31, 2007. This resulted in negative expense being recorded in 2008 due to the decrease in stock price from $81.64 at December 31, 2007 to $55.61 at December 31, 2008.   45 9. The amounts shown in this column include the compensation expense recognized in the 2008 financial statements for 2007 for the award of non-qualified options to purchase Exelon common stock granted on January 22, 2007,29, 2008, as well as the expense recognized during 20072008 for stock option grants awarded in previous years. For a discussion of the assumptions made in the valuation of these awards under SFAS No. 123-R, see note 1216 of the Combined Notes to the financial statementsConsolidated Financial Statements in theExelon’s 2008 Annual Report on Form 10-K or Exelon’s 2008 Financial Supplement.Information. For purposes of this table, estimates of forfeitures related to service-based vesting conditions have been disregarded.   10. The amounts shown in this column represent payments made pursuant to the Annual Incentive Plan and the ComEd Long-Term Incentive Plan. Both programs are paid with respect to 20072008 performance and were awarded on January 29, 2008.26, 2009. The table below details Mr. Clark’s payments applicable to the Annual Incentive Plan and the ComEd Long-Term Incentive Plan. Name Year Annual Incentive Plan ComEd Long-Term Incentive Plan Total Clark 2008 2007 $ 495,371 475,853 $ 1,554,000 1,813,000 $ 2,049,371 2,288,853   11. The amounts shown in the column represent the change in the accumulated pension benefit from December 31, 20062007 to December 31, 2007.2008. For Mr. Crane and Mr. McLean, this amount includes $48 and $160, respectively, of above market earnings in their non-qualified deferred compensation accounts.   12. The amounts shown in this column include the items summarized in the following tables: All Other Compensation   Name   Perquisites   Reimburse- ment for Income Taxes   Discount on Securities Purchased from the Company   Payments or Accruals for Termination or Change in Control (CIC)   Company Contributions to Savings Plans   Company Paid Term Life Insurance Premiums   Dividends or Earnings not included in Grants   Total   Perquisites     Reimburse- ment for Income Taxes     Payments or Accruals for Termination or Change in Control (CIC)     Company Contributions to Savings Plans     Company Paid Term Life Insurance Premiums     Dividends or Earnings not included in Grants     Total               Note (13)   Note (14)   Note (15)   Note (16)   Note (17)   Note (18)   Note (19)        Note (1)     Note (2)     Note (3)     Note (4)     Note (5)     Note (6)                                                   [a]   [b] ($)   [c] ($)   [d] ($)   [e] ($)   [f] ($)   [g] ($)   [h] ($)   [I] ($)                                         Rowe   $ 162,994   $ 14,137   $ —     $ —     $ 68,058   $ 172,837   $ —     $ 418,026   $ 179,269     $ 6,865     —       $ 73,721     $ 140,337       —       $ 400,192   Hilzinger     59,083       31,849     —         20,431       3,109     $ 29,444       143,916   Young     48,116     6,716     —       —       28,927     37,219     4,400     125,378     15,051       —       —         3,038       —         —         18,089   Mehrberg     41,311     5,248     —       2,064,639     29,019     39,403     —       2,179,620 Crane     28,672     459     —       —       27,900     32,718     68,280     158,029     69,809       39,910     —         34,712       42,046       86,250       272,727   McLean     22,211     1,721     —       —       24,125     48,817     —       96,874     63,419       42,224       28,077       72,574       10,250       216,544   Skolds     20,981     871     —       1,213,341     24,158     684     16,944     1,276,979 Clark     68,245     $ 39,910     —       $ 27,335     $ 48,123       10,125     $ 193,738       Notes to the All Other Compensation Table 13.1. The amounts shown in this column represent the incremental cost to Exelon to provide certain perquisites to NEOs as summarized in the Perquisites Table below.Table.   14.2. Officers receive a reimbursement to cover applicable taxes on imputed income for business-related spousal travel, certain club memberships and relocation expenses because the personal benefit is closely related to the business purpose.   15. Exelon does not provide any discounts on securities purchased through the company other than that offered to all employees who participate in Exelon’s Employee Stock Purchase Plan (ESPP). 42 16.3. Represents the expense Exelon has recorded during 20072008 after the announcement of the officer’s retirement or resignation for severance related costs including salary and Annual Incentive Plan (AIP) continuation, payroll taxes, outplacement fees and medical benefits for a specified period of timetime.   17.4. Represents company matching contributions to the NEO’s qualified and non-qualified savings plans. The 401(k) plan is available to all employees and the annual contribution for 20072008 was generally limited to $15,000.$15,500. NEOs and other officers may participate in the Deferred Compensation Plan, into which payroll contributions in excess of the specified IRS limit are credited under the separate, unfunded plan whichthat has the same portfolio of investment options as the 401(k) plan.   46 18.5. Exelon provides basic term life insurance, accidental death and disability insurance, and long-term disability insurance to all employees, including NEOs. The values shown in this column include the premiums paid during 20072008 for additional term life insurance policies for the NEOs, additional supplemental accidental death and dismemberment insurance and for additional long-term disability insurance over and above the basic coverage provided to all employees. Mr. Rowe has two term life insurance policies and one additional accidental death and dismemberment policy.   19.6. The amounts shown represent the dividends on current equity awards that have not been included in the values shown in the column labeled Stock Awards in the Summary Compensation Tables above. The values shown represent regular dividends on common stock paid in cash during the year on each officer’s unvested restricted stock, and for certain officers, the value, calculated in accordance with SFAS No. 123-R, of reinvested regular dividends earned during 20072008 on their unvested performance share balances which were distributed in stock upon vesting onin January 28, 2008.2009. Perquisites   Name   Personal and Spouse Travel   Automobile Lease and Parking   Financial Estate and Tax Planning Services   Dining, Health and Airline Club Memberships   Other Items   Total   Personal and Spouse Travel     Automobile Lease and Parking     Financial Estate and Tax Planning Services     Dining, Health and Airline Club Memberships     Other Items     Perquisite Transition Payment     Total                 Note (20)   Note (21)   Note (22)   Note (23)   Note (24)        Note (1) & Note (2)     Note (3)     Note (4)     Note (5)     Note (6)     Note (7)                                                   [a]   [b] ($)   [c] ($)   [d] ($)   [e] ($)   [f] ($)   [g] ($)                               Rowe   $ 120,281   $ 18,002   $ 13,464   $ 11,077   $ 170   $ 162,994   $ 168,268     $ 10,211     $ 475     —       $ 315       —       $ 179,269   Hilzinger     —         18,768       —       —         315     $ 40,000       59,083   Young     3,969     19,772     19,011     3,970     1,394     48,116     —         15,051       —       —         —         —         15,051   Mehrberg     1,077     20,651     14,018     5,144     421     41,311 Crane     160     18,136     9,955     —       421     28,672     204       19,290       —       —         315       50,000       69,809   McLean     768     18,372     —       350     2,721     22,211     2,186       8,618       —       —         2,615       50,000       63,419   Skolds     131     13,264     6,340     835     411     20,981 Clark     984       16,946       —       —         315       50,000       68,245       NotesNote to the Perquisite Table 20.1. Mr. Rowe is entitled to up to 5060 hours of personal use of corporate aircraft each year. The figure shown in this column includes $108,810,$155,338, representing the aggregate incremental cost to Exelon for Mr. Rowe’s personal use of corporate aircraft. This cost was calculated using the hourly cost for flight services paid to the aircraft vendor, Federal excise tax, fuel charges, and domestic segment fees. From time to time Mr. Rowe’s spouse accompanies Mr. Rowe in his travel on corporate aircraft. The aggregate incremental cost to the company,Exelon, if any, for Mrs. Rowe’s travel on corporate aircraft is included in the table.this amount. For all executive officers, including Mr. Rowe, Exelon pays the cost of spousal travel, meals, and other related amenities when they attend company or industry-related events where it is customary and expected that officers attend with their spouses. The aggregate incremental cost to Exelon for these expenses is included in the table. In most cases, there is no incremental cost to Exelon of providing transportation or other amenities for a spouse, and the only additional cost to Exelon is to reimburse officers for the taxes on the imputed income attributable to their spousal travel, meals, and related amenities when attending companyExelon or industry-related events. This cost is shown in the Perquisites column B of the All Other Compensation Table above. The company maintains several cars and drivers in order to provide transportation services for the NEOs and other officers to carry out their duties among the company’s various offices and facilities that are located throughout northeastern Illinois and southeastern Pennsylvania. Mr. Rowe are also entitled to limited personal use of the company’s cars and drivers, including use for commuting which allows them to work while commuting. The cost 2. Exelon maintains several cars and drivers in order to provide transportation services for the NEOs and other officers to carry out their duties among Exelon’s various offices and facilities that are located throughout northeastern Illinois and southeastern Pennsylvania. Messrs. Rowe and Clark are also entitled to limited personal use of Exelon’s cars and drivers, including use for commuting which allows them to work while commuting. The cost included in the table represents the estimated incremental cost to Exelon to provide limited personal service. This cost is based upon the number of hours that the drivers worked overtime providing services to each NEO, multiplied by the average overtime rate for drivers plus an additional amount for fuel and maintenance. Personal use was imputed as additional taxable income to Messrs. Rowe and Clark.   4347 included in the table represents the estimated incremental cost to 3. In 2008, Exelon discontinued the leased vehicle perquisite for most officers effective at the lease expiration dates occurring throughout 2008. Certain leases are set to expire in early 2009. Exelon continued to provide limited personal service. This cost is based upon the number of hours that the drivers worked overtime providing services to each NEO, multiplied by the average overtime rate for drivers plus an additional amount for fuel and maintenance. Personal use was imputed as additional taxable income to Mr. Rowe. 21. In 2007, Exelon provided officers with company vehicles, paid for insurance, maintenance, applicable taxes and provided a company-paid credit card for fuel purchases. Wherepurchases, and where required, such as in downtown Chicago, officers may also receive company-paid parking.parking while the vehicle leases were still in effect. Officers are imputed additional taxable income for that portion of their use of these perquisites that is personal; however, the figure shown in the table is the total cost to provide the automobile and related amenities to the officer. Exelon discontinued the leased vehicle perquisite for most officers effective in 2008.   22.4. In 2007, officers were allowed to use2008, Exelon ceased providing financial, estate and tax planning services through company-arranged vendors whereto NEOs; the company payspayment shown reflects reimbursements paid during the first two months of 2008 for the service, or a vendor of their own choosing, for which the company will reimburse the officer for all reasonable expenses. Exelon discontinued this perquisite effectiveservices provided in 2008.2007 and 2008 corrections to earlier covered tax returns.   23.5. In 2007, officers were entitled2008, Exelon discontinued to provide club memberships in each of the categories shown for the purpose of conducting business on behalf of the company. The amounts shown represent only the payment of membership dues. Variable costs for meals and other amenities are the responsibility of each named officer. When any variable costs are business-related, Exelon will reimburse the officer directly for such costs. Membership in country clubs is not provided or reimbursed. Exelon discontinued this perquisite effective in 2008.to NEOs.   24.6. Executive officers may use company-provided vendors for comprehensive physical examinations and related follow-up testing. Executives also receive certain gifts during the year in recognition of their services that are imputed to the officer as additional taxable income. 7. As part of Exelon’s decision to eliminate many components of the perquisite program, a one-time transition payment was made to NEOs. This payment was calculated to approximate the replacement cost of the eliminated perquisites for a period of three years and was grossed up for income tax purposes. Grants Ofof Plan Based Awards   Name   Grant Date   Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares or Units   All Other Options Awards: Number of Securities Underlying Options   Exercise or Base Price of Option Awards   Grant Date Fair Value of Stock and Option Awards           Note (1)   Note (2)                   Threshold   Target   Maximum   Threshold   Target   Maximum                                                                 Note (3)           Note (4)                       [a]   [b]   [c] ($)   [d] ($)   [e] ($)   [f] (#)   [g] (#)   [h] (#)   [I] (#)   [j] (#)   [k] ($)   [l] ($)                                                           Rowe   1/22/07 1/22/07 1/22/07   $ 687,500   $ 1,375,000   $ 2,750,000     32,500     65,000     130,000       150,000   $ 59.96   $   5,674,614 1,957,500 Young   1/22/07 1/22/07 1/22/07     204,750     409,500     819,000     7,750     15,500     31,000       35,000     59.96       1,353,177 456,750 Mehrberg   1/22/07 1/22/07 1/22/07     204,750     409,500     819,000     7,750     15,500     31,000       35,000     59.96       1,353,177 456,750 Crane   1/22/07 1/22/07 9/3/07 1/22/07     195,000     390,000     780,000     7,750     15,500     31,000   15,000     35,000     59.96         1,353,177 1,060,050 456,750 McLean   1/22/07 1/22/07 1/22/07     152,750     305,500     611,000     7,750     15,500     31,000       35,000     59.96       1,353,177 456,750 Skolds   1/22/07 1/22/07 1/22/07     251,250     502,500     1,005,000     9,500     19,000     38,000       43,000     59.96       1,658,733 561,150                                                         Name   Grant Date     Estimated Future Payouts Under Non-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards     All other Stock Awards: Number of Shares or Units     All Other Options Awards: Number of Securities Under- lying Options     Exercise or Base Price of Option Awards.     Grant Date Fair Value of Stock and Option Awards              Note (1)     Note (2)                      Threshold     Target     Maximum     Threshold     Target     Maximum                                                                                       Note (3)                   Note (4)                                                                                   Rowe   28 Jan. 2008     $ 786,500     $ 1,573,000     $ 3,146,000                   28 Jan. 2008           26,000     52,000     104,000           $ 6,402,614       28 Jan. 2008                                                     114,000     $ 73.29       2,093,040   Hilzinger   01 Aug. 2008       127,500       255,000       510,000                   28 Jan. 2008           2,500     5,000     10,000             615,636     28 Jan. 2008                   11,000       73.29       201,960       29 Jul. 2008                                               5,000                     377,200   Crane (5)   23 Sep. 2008       300,000       600,000       1,200,000                   28 Jan. 2008           6,200     12,400     24,800             1,526,777     23 Sep. 2008           355     710     1,420             89,782     28 Jan. 2008                   28,000       73.29       514,080       29 Jul. 2008                                               15,000                     1,131,600   McLean   01 Aug. 2008       218,750       437,500       875,000                   28 Jan. 2008           6,200     12,400     24,800             1,526,777     28 Jan. 2008                   28,000       73.29       514,080       29Jul. 2008                                               10,000                     754,400   Clark   28 Jan. 2008     $ 518,000     $ 1,036,000     $ 2,072,000     —       —       —       —       —         —         —         01 Aug. 2008       206,250       412,500       825,000     —       —       —       —       —         —         —                                                                                   Notes to the Grants of Plan Based Awards Table 1. All NEOs (except Mr. Young, who received no awards in 2008) have annual incentive plan target opportunities based on a fixed percentage of their base salary. Mr. Clark has a long-term incentive plan target based on a cash target (for Mr. Clark, the top row is the long-term incentive, and the next row is the annual incentive). Under the terms of both incentive plans, threshold performance earns1/ 1/2 of the respective target while the maximum payout is capped at 200% of target. For additional information about the terms of these programs, see Compensation Discussion and Analysis above.   44 2. All Non-ComEd NEOs have a long-term performance share target opportunity that is a fixed number of performance shares commensurate with the officer’s position. The 20072008 Long-Term Performance Share Unit Award Program was based on two measures, Exelon’s TSR compounded monthly, for the three-year period ended December 31, 2007, 2008, 48 as compared to the TSR for the companies listed in the Dow Jones Utility Index (60% of the award), and Exelon’s three-year TSR, as compared to the companies in the Standard and Poor’s 500 Index (40% of the award). The threshold TSR Position Ranking, for a 50% of target payout, was the 25th percentile; the target, for a 100% payout, was the 50th percentile; and distinguished, for a 200% payout, was the 75th percentile, with payouts interpolated for performance falling between the threshold, target, and distinguished levels. The threshold, target and distinguished goals for performance share unit awards are established on the grant date. The actual performance against the goals and the number of performance share units awarded are established on the award date. One third of the awarded performance shares vests upon the award date with the balance vesting in January of the next two years.   3. This column shows additional restricted share awards made during the year. Mr.Messrs. Hilzinger, Crane and McLean received restricted shares that will vestgrant awards on September 3, 2011. He will receive cash dividends on these shares.July 29, 2008. The vesting dates of the awards are provided in footnote #3 to the Outstanding Equity Table below.   4. This column shows the grant date fair value, calculated in accordance with SFAS No. 123-R, of the performance share awards, stock options, and restricted stock granted to each NEO during 2007.2008. Fair value of performance share awards is based on an estimated payout of 168% of target. 5. For Mr. Crane, the values shown in the columns under Estimated Future Payouts Under Equity Incentive Plan Awards reflect an upward adjustment made to his grants upon his promotion to Chief Operating Office in September 2008. The grant date fair value of the September 2008 portion of the award is based on an estimated payout of 188% of target. 49 Outstanding Equity Awards Atat Fiscal Year EndYear-End   Name                       Options                  Stock                                  Note (1)                  Note (2)      Number of Securities Underlying Unexercised Options That Are Exercisable   Number of Securities Underlying Unexercised Options That Are Not Exercisable   Option Exercise or Base Price   Option Grant Date   Option Expiration Date   Number of Shares or Units of Stock That Have Not Yet Vested   Market Value of Share or Units of Stock That Have Not Yet Vested Based on 12/31 Closing Price $81.64   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested               [a]   [b] (#)   [c] (#)   [d] ($)   [e]   [f]   [g] (#)   [h] ($)   [I] (#)   [j] ($)                                                 Rowe   150,000 300,000 114,500   100,000 114,500 150,000   $       24.81 32.54 42.85 59.96   1/27/03 1/26/04 1/24/05 1/22/07   1/26/13 1/25/14 1/23/15 1/21/17   116,753   $ 9,531,723   130,000   $ 10,613,200 Young       13,500 28,000 26,250 35,000           32.54 42.85 58.55 59.96   1/26/04 1/24/05 1/23/06 1/22/07   1/25/14 1/23/15 1/22/16 1/21/17   30,634     2,500,965   31,000     2,530,840 Mehrberg   20,000 28,000 8,750   20,000 28,000 26,250 35,000           32.54 42.85 58.55 59.96   1/26/04 1/24/05 1/23/06 1/22/07   1/25/14 1/23/15 1/22/16 1/21/17   28,134     2,296,865   31,000     2,530,840 Crane       13,500 18,000 22,500 35,000           32.54 42.85 58.55 59.96   1/26/04 1/24/05 1/23/06 1/22/07   1/25/14 1/23/15 1/22/16 1/21/17   56,567     4,618,152   31,000     2,530,840 McLean   56,000 90,000 9,288 72,000 60,000 28,000 8,750   20,000 28,000 26,250 35,000                   29.75 23.46 24.84 24.81 32.54 42.85 58.55 59.96   10/20/00 1/28/02 2/25/02 1/27/03 1/26/04 1/24/05 1/23/06 1/22/07   10/19/10 1/27/12 2/24/12 1/26/13 1/25/14 1/23/15 1/22/16 1/21/17   28,134     2,296,865   31,000     2,530,840 Skolds (3)   20,000 56,000 43,000 43,000               32.54 42.85 58.55 59.96   1/26/04 1/24/05 1/23/06 1/22/07   9/8/12 9/8/12 9/8/12 9/8/12   32,552     2,657,580   38,000     3,102,320                                             45 Name                               Options                          Stock                                          Note (2)                          Note (3)        Number of Securities Underlying Unexercised Options That Are Exercisable     Number of Securities Underlying Unexercised Options That Are Not Exercisable     Option Exercise or Base Price     Option Grant Date     Option Expiration Date     Number of Shares or Units of Stock That Have Not Yet Vested     Market Value of Share or Units of Stock That Have Not Yet Vested Based on 12/31 Closing Price $55.61     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested                                                                     Rowe   —       114,000     $ 73.29     28 Jan. 2008     27 Jan. 2018     127,338     $ 7,081,266     104,000     $ 5,783,440     37,500     112,500       59.96     22 Jan. 2007     21 Jan. 2017               171,750     57,250       42.85     24 Jan. 2005     23 Jan. 2015                               Hilzinger   —       11,000       73.29     28 Jan. 2008     27 Jan. 2018     22,595       1,256,508     10,000       556,100     2,625     7,875       59.96     22 Jan. 2007     21 Jan. 2017             5,250     5,250       58.55     23 Jan. 2006     22 Jan. 2016             10,500     3,500       42.85     24 Jan. 2005     23 Jan. 2015               4,500     —         32.54     26 Jan. 2004     25 Jan. 2014                               Young (1)   —       —         —       —     —     —               —             Crane   —       28,000       73.29     28 Jan. 2008     27 Jan. 2018     78,121       4,344,309     26,220       1,458,094     8,750     26,250       59.96     22 Jan. 2007     21 Jan. 2017             7,500     15,000       58.55     23 Jan. 2006     22 Jan. 2016             9,000     9,000       42.85     24 Jan. 2005     23 Jan. 2015               13,500             32.54     26 Jan. 2004     25 Jan. 2014                               McLean   —       28,000       73.29     28 Jan. 2008     27 Jan. 2018     40,396       2,246,422     24,800       1,379,128     8,750     26,250       59.96     22 Jan. 2007     21 Jan. 2017             17,500     17,500       58.55     23 Jan. 2006     22 Jan. 2016             42,000     14,000       42.85     24 Jan. 2005     23 Jan. 2015             80,000     —         32.54     26 Jan. 2004     25 Jan. 2014             72,000     —         24.81     27 Jan. 2003     26 Jan. 2013             90,000     —         23.46     28 Jan. 2002     27 Jan. 2012             9,288     —         24.84     25 Feb. 2002     24 Feb. 2012               56,000     —         29.75     20 Oct. 2000     19 Oct. 2010                               Clark   15,000     15,000       58.55     23 Jan. 2006     22 Jan. 2016     13,449     $ 747,899     —         —         27,000     9,000       42.85     24 Jan. 2005     23 Jan. 2015                                                                                             Notes to the Outstanding Equity Table 1. Pursuant to the terms of the Long Term Incentive Plan under which the options were granted, Mr. Young’s unvested stock options were cancelled and his vested stock options expired 90 days from the date of his resignation on January 29, 2008. Mr. Young forfeited all unvested performance shares and restricted shares. 2. Non-qualified stock options are granted to NEOs pursuant to the company’s long-term incentive plans. Grants made prior to 2003 vested in three equal increments, beginning on the first anniversary of the grant date. Grants made in 2003 and thereafter vest in four equal increments, beginning on the first anniversary of the grant date. All grants expire on the tenth anniversary of the grant date. For all data above, the number of shares and exercise prices have been adjusted to reflect the 2 for 1 stock split of May 5, 2004.   2.3. The amount shown in the column labeled Number of Shares or Units of Stock That Have Not Vested includes the unvested portion of performance share awards earned with respect to the three-year performance periods ending December 31, 20062007 and December 31, 2005,2006 and any unvested restricted awards.stock awards as shown in the table below. The first third of the awarded performance shares vests immediately upon the award date (usually the date of the first compensation committee meeting after the completion of the fiscal year) with the remaining thirds vesting on the date of the compensation committee’s January meeting in the next two years. The amount of shares shown in the column (i)labeled Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested represents the maximum number of performance shares available to each NEO for the performance period ending December 31, 2007.2008. Shares are valued at $81.64,$55.61, the closing price of Exelon stock on December 31, 2007.2008.   50 For the following NEOs, the amounts shown in the column labeled Number of Shares or Units of Stock That Have Not Vested includes these unvested restricted stock awards. 3. Pursuant to the terms Name Grant Date Number of the Long Term Incentive Plan under which the options were granted, Mr. Skolds’ outstanding stock options will all expire on the fifth anniversary of his retirement. Restricted Shares Vesting Dates Hilzinger 01 Aug. 2004 01 Aug. 2008 8,000 5,000 01 Aug. 2009 01 Aug. 2013 Crane 01 Feb. 2004 01 Aug. 2004 03 Sep. 2007 01 Aug. 2008 10,000 10,000 15,000 15,000 01 Feb. 2009 01 Aug. 2009 03 Sep. 2011 01 Aug. 2013 McLean 01 Aug. 2008 01 Aug. 2008 5,000 5,000 01 Aug. 2011 01 Aug. 2013 Clark 01 Aug. 2004 5,000 01 Aug. 2009 Option Exercises Andand Stock Vested   Name   Option Awards     Stock Awards     Option Awards   Stock Awards Note (1)     Note (2)       Number of Shares Acquired on Exercise     Value Realized on Exercise     Number of Shares Acquired on Vesting     Value Realized on Vesting     Note (1)   Note (2)           Number of Shares Acquired on Exercise   Value Realized on Exercise   Number of Shares Acquired on Vesting   Value Realized on Vesting                                                         [a]   [b] (#)   [c] ($)   [d] (#)   [e] ($)                     Rowe   792,500   $ 37,467,517   112,701   $ 6,757,534   550,000     $ 27,209,265     113,262     $ 8,300,997   Hilzinger   —         —       7,956       583,123   Young(3)   43,750     1,232,102   25,932     1,554,897   40,000       1,189,306     27,273       1,998,815   Mehrberg   38,000     1,478,435   27,851     1,669,944 Crane   40,000     1,043,653   20,299     1,217,157   —         —       22,915       1,679,446   McLean   70,000     3,164,744   27,851     1,669,944   —         —       27,273       1,998,815   Skolds (3)   25,000     917,208   39,263     2,460,280 Clark   13,500       630,192     13,362       979,282       Notes to the Option Exercises and Stock Vested Table 1. Messrs. Rowe Skolds, Young, Mehrberg, and McLeanClark exercised all options shown above pursuant to Rule 10b5-1 trading plans that were entered into when the officer was unaware of any material information regarding Exelon that had not been publicly disclosed. In each case, the formula for the dates, number of options, and sale price was set at the time the trading plans were established.   2. Share amounts are generally composed of performance shares that vested on January 22, 2007,29, 2008, which included 1/3 of the grant made with respect to the three-year performance period ending December 31, 2006;2007; 1/3 of the grant made with respect to the three-year performance period ending December 31, 2005,2006, and 1/3 of the grant made with respect to the three-year performance period ending December 31, 2004.2005. Shares were valued at $58.55$73.29 upon vesting. For Mr. Skolds, the amount shown also includes restricted shares that vested during 2007.   3. For Mr. Skolds,Young, the table reflects all options exercised for the full year and shares vested through the date of his retirement.resignation on January 29, 2008.   4651 Pension Benefits Exelon sponsors the Exelon Corporation Retirement Program, a traditional defined benefit pension plan that covers certain management employees who commenced employment prior to January 1, 2001 and certain collective bargaining unit employees. Effective January 1, 2001, Exelon also established two cash balance defined benefit pension plans in order to both reduce future retirement benefit costs and provide an option that is portable as the company anticipated a work force that was more mobile thatthan the traditional utility workforce. The cash balance defined benefit pension plans cover management employees and certain collective bargaining unit employees hired on or after such date, as well as certain management employees hired prior to such date who elected to transfer to a cash balance plan. Each of these plans is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code. Covered compensation under the plans generally includes salary and annual incentive payments, which are disclosed in the Summary Compensation Table for the NEOs. The calculation of retirement benefits under the Exelon Corporation Retirement Program is based upon average earnings for the highest consecutive multi-year period. Under the cash balance pension plan, ana notional account is established for each participant and the account balance grows as a result of annual benefit credits and annual investment credits. Currently,Beginning January 1, 2008, the annual benefit credit under the plan is 5.75%7.00% of base pay and annual incentive award (subject to applicable Internal Revenue Code limit). For the portion of the account balance accrued beginning January 1, 2008, the annual investment credit is the third segment rate of interest on long-term investment grade corporate bonds, as provided for in Internal Revenue Code Section 430(h)(2)(C)(iii). The Segment Rate will be determined as of November of the year for which the cash balance account receives the investment credit. For the portion of the benefit accrued before January 1, 2008, pending Internal Revenue Service guidance, the annual investment credit is the greater of 4%, or the average for the year of the S&P 500 Index and the applicable interest rate specified in Section 417(e) of the Internal Revenue Code that is used to determine lump sum payments (the interest rate is determined in November of each year). Benefits are vested and nonforfeitablenon-forfeitable after completion of at least fivethree years of service, and are payable following termination of employment. Apart from the benefit credits and vesting requirement, and as described above, years of service are not relevant to a determination of accrued benefits under the cash balance pension plans. The Internal Revenue Code limits to $225,000$230,000 for 20072008 the individual annual compensation that may be taken into account under the tax-qualified retirement plan. As permitted by Employee Retirement Income Security Act, Exelon sponsors supplemental pension plansthe SERP that allow the payment to certain individuals out of its general assets of any benefits calculated under provisions of the applicable qualified pension plan which may be above these limits. For purposes of the Supplemental Executive Retirement Plan (SERP), Mr. Skolds received an additional 7 1/2 years of credited service upon his 5th anniversary of employment and will receive an additional 7 1/2 years upon his 10th anniversary in 2010. These credited years of service were awarded to him when he came to work for the company in 2000 to compensate Mr. Skolds for the pension benefits from his former employer that he surrendered to come to work for the company. Mr. Mehrberg received an additional 10 years of credited service upon his fifth anniversary. He was awarded these credited years of service in 2002 as a retention incentive.SERP, Mr. Crane received an additional eight years of credited service through December 31, 2006 as part of his employment offer that provides one additional year of service credit for each year of employment to a maximum of 10 additional years. Under his employment agreement, Mr. Rowe is entitled to receive a special supplemental executive retirement plan benefit (the SERP benefit)“SERP benefit”) upon termination of employment for any reason other than for cause.employment. The SERP benefit, when added to all other retirement benefits provided to Mr. Rowe by Exelon, will equal Mr. Rowe’s SERP benefit, calculated under the terms of the SERP in effect on March 10, 1998 as if he had earned 20 years of service on March 16, 1998 and one additional year of service on each anniversary of that date occurring prior to his termination of employment. In the event Mr. Rowe’s employment had terminated for cause prior to March 16, 2006 (his “normal retirement date” under his original employment agreement), his entire SERP benefit would have been forfeited. Upon a termination for cause on or after March 16, 2006 and prior to March 16, 2010, the portion of the SERP benefit accruing after that date is forfeited. As of January 1, 2004, Exelon does not grant additional years of credited service to executives under the non-qualified pension plans that supplement the Exelon Corporation Retirement Program for any period in which services are not actually performed, except that up to two years of service credits may be provided under severance or change in control agreements first entered into after such date. Service credits previously available under employment, change in control or severance agreements or arrangements (or any successors arrangements) are not affected by this policy.   4752 The amount of the change in the pension value for each of the named executive officersNEO is the amount included in the Summary Compensation Table above in the column headed “Change in Pension Value & Nonqualified Deferred Compensation Earnings.” The present value of each NEO’s accumulated pension benefit is shown in the following tables.   Name   Plan Name   Number of Years Credited Service   Present Value of Accumulated Benefit   Payments During Last Fiscal Year         [a]   [b]   [c] (#)   [d] ($)   [e] ($)                        Rowe (1)   Pension   9.80   $ 388,741   $ —       SERP   29.80     15,649,192     —   Young   Pension   4.84     69,727     —       SERP   4.84     230,418     —   Mehrberg   Pension   7.08     185,349     —       SERP   17.08     1,908,615     —   Crane   Pension   9.26     202,536     —       SERP   18.52     1,551,896     —   McLean   Pension   5.00     67,105     —       SERP   5.00     183,593     —   Skolds   Pension   7.05     258,026     —       SERP   14.55     3,513,384     —                         Name Plan Name Number of Years Credited Service Present Value of Accumulated Benefit Payments During Last Fiscal Year Note (1) Rowe (2) SAS SERP 10.80 30.80 $ 434,782 16,433,423 —   —   Hilzinger Cash Balance SERP 6.72 6.72 106,746 145,910 —   —   Young Cash Balance SERP 4.92 4.92 —   —   $ 74,738 235,226 Crane SAS SERP 10.26 20.26 266,424 2,130,898 —   —   McLean Cash Balance SERP 6.00 6.00 88,440 257,825 —   —   Clark SAS SERP 40.00 40.00 $ 1,761,284 4,665,925 —   —   Notes to Pension Benefit Table 1. SAS=Service Annuity System, the legacy Commonwealth Edison plan. SAP=Service Annuity Plan, the legacy PECO Energy plan. SERP=applicable non-qualified supplemental pension plan. 2. Based on discount rates prescribed by the SEC executive compensation disclosure rules, the present value of Mr. Rowe’s SERP benefit is $15,649,192.$16,433,423. Based on lump sum plan rates for immediate distributions, the comparable lump sum amount applicable for service through December 31, 20072008 is $19,326,483.$20,312,894. Note that, in any event, payments made upon termination may be delayed for six months in accordance with U.S. Treasury Department guidance. Nonqualified Deferred Compensation The following tables show the amounts that NEOs have accumulated under both the Deferred Compensation Plan and the Stock Deferral Plan. Both plans were closed to new deferrals of base pay, annual incentive payments or performance shares awards in 2007, and participants were granted a one-time election to receive a distribution of their accumulated balance in each plan during 2007. The plans will continue in effect for those officers who did not elect to receive the one-time distribution, and theretheir balances will continue to accrualaccrue dividends or other earnings until payout upon termination. Balances in the Deferred Compensation Plan will be settled in cash upon the termination event selected by the officer and will be distributed either in a lump sum, or in annual installments. Share balances in the Stock Deferral Plan continue to earn the same dividends that are available to all shareholders, which are reinvested as additional shares in the plan. Balances in the plan are distributed in shares of Exelon stock in a lump sum or installments upon termination of employment. 48 The Deferred Compensation Plan continues in effect, without change, for those officers who participate in the 401(k) savings plan and who reach their statutory contribution limit during the year. After this limit is reached, their elected payroll contributions and company matching contribution will be credited to their account in the Deferred Compensation Plan. The investment options under the Deferred Compensation Plan consist of a basket of mutual funds benchmarks that mirror those funds available to all employees through the 401(k) plan, with the exception of one benchmark fund that offers a fixed percentage return over a specified market return. Deferred amounts generally represent unfunded unsecured obligations of the company.   Name   Executive Contributions in 2007     Registrant Contributions in 2007     Aggregate Earnings in 2007     Aggregate Withdrawals or Distributions     Aggregate Balance at 12/31/2007               [a]   [b] ($)     [c] ($)     [d] ($)     [e] ($)     [f] ($)                                         Rowe   $ 56,808     $ 56,808     $ 2,890,899     $ 22,411,338     $ 120,077   Young     30,783       19,125       23,804       535,980       50,839   Mehrberg     25,127       17,927       1,491,733       1,269,495       5,546,238   Crane     40,300       19,808       435,252       4,954,563       62,795   McLean     12,875       12,875       113,510       0       496,056   Skolds     15,489       12,908       596,952       4,813,034       30,310                                             53 Name   Executive Contributions in 2008     Registrant Contributions in 2008     Aggregate Earnings in 2008     Aggregate Withdrawals/ Distributions     Aggregate Balance at 12/31/2008                    Note (1)     Note (2)     Note (3)           Note (4)                                                                                           Rowe   $ 62,221     $ 62,221     (61,397)     —       $ 183,122   Hilzinger     8,931       8,931     (4,062)     —         23,896   Young     —         —       (10,605)     (40,234)       —     Crane     53,923       26,635     (6,812)     —         136,541   McLean     17,558       17,558     (126,743)     —         404,429   Clark     39,169       19,488     (24,074)     —         86,051                                         Notes to the Nonqualified Deferred Compensation Table 1. The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table. 2. The full amount shown under registrant contributions are included in the company contributions to savings plans for each NEO shown above in the All Other Compensation Table. 3. The amount shown under aggregate earnings reflects the NEOs gain or loss based upon the individual allocation of their notional account balance into the basket of mutual fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above. 4. For all NEOs the aggregate balance shown above includes those amounts, both executive contributions and registrant contributions, that have been disclosed either as base salary as described in Note 1 or as company contributions under all other compensation as described in Note 2 for the current fiscal year. In 2007, all NEOs received a distribution of their entire account balance in the plan accumulated through December 31, 2006 except for Mr. McLean. Mr. McLean has been disclosed as an NEO in filings made with the SEC since 2003 that reported compensation for the fiscal year ending December 31, 2002. Since that time all deferrals have been disclosed as base salary in the year deferred and all company matching contributions have been disclosed as other annual compensation. For Mr. McLean, the aggregate of previously disclosed contributions through 2007 is $200,631. Potential Payments Uponupon Termination Oror Change Inin Control Employment Agreement Withwith Mr. Rowe Under the amended and restated employment agreement between Exelon and Mr. Rowe, Mr. Rowe will continue to serve as Chief Executive OfficerCEO of Exelon, Chairman of Exelon’s board of directors and a member of the board of directors until March 16, 2010. In the event Mr. Rowe’s employment terminates for cause after March 16, 2006, the portion of the SERP benefit that accrues after March 16, 2006 is forfeited. Upon any termination for cause, all stock options (whether vested or non-vested) and non-vested performance shares and restricted stock will also be forfeited.July 1, 2011. If, prior to March 16, 2010,July 1, 2011, Exelon terminates Mr. Rowe’s employment for reasons other than cause, death or disability or Mr. Rowe terminates his employment for good reason, he would also be eligible for the following benefits:     n   a lump sum payment of Mr. Rowe’s accrued but unpaid base salary and annual incentive, if any, and a prorated formula annual incentive (determined in accordance with the following subparagraph) for the year in which his employment terminates; n forterminates based on the lesser of two years or(1) the period remaining until March 16, 2010, continued periodic paymentannual incentive that would have been paid based on actual performance without application of base salarynegative discretion to reduce the amount of the award, and continued periodic payment of a(2) the formula annual incentive equal to either(i.e., the greater of the annual incentive for the last year ending prior to termination or the average of the annual incentives payable with respect to Mr. Rowe’s last three full years of employment, whichever is greater;employment);     n   duringa lump sum severance payment equal to his base salary and the severance period, formula annual incentive, multiplied by the lesser of (a) two and (b) the number of years (including fractional years) remaining until the later of July 1, 2011 or the first anniversary of the termination date; n continuation of life, disability, accident, health and other active welfare benefits for him and his family for a period equal to the lesser of (a) two years and (b) the number of years (including fractional years) remaining until the later of July 1, 2011 or the first anniversary of the termination date, followed by post-retirement health care coverage for him and his wife for the remainder of their respective lives;     n   all exercisable stock options remain exercisable until the applicable option expiration date, except that options granted on or after January 1, 2002 remain exercisable for five years, consistent with the terms of Exelon’s long term incentive plan (LTIP);date;   54   n   non-vested stock options become exercisable and thereafter remain exercisable until the applicable option expiration date, except that options granted on or after January 1, 2002 remain exercisable for five years, consistent with the terms of the LTIP;date;     n   previously earned but non-vested performance sharesshare units vest, and a target award for the year in which the termination occurs, consistent with the terms of the performance share unit award program under the LTIP;LTIP, and an award based on actual performance for the year in which the termination occurs; and     n   any non-vested restricted stock award vests. 49 Mr. Rowe would receive the termination benefits described in the preceding paragraph, if, prior to March 16, 2010, n July 1, 2011, Exelon terminates Mr. Rowe without cause or he terminates his employment for good reason, and     n   the termination occurs within 24 months after a Change in Control of Exelon or within 18 months after a Significant Acquisition, as such terms are described under “Change in Control Employment Agreements and Severance Plan Covering Other Named Executives”;Executives;” or     n   Mr. Rowe resigns before March 16, 2010July 1, 2011 because of the failure to be appointed or elected as Exelon’s Chief Executive Officer,CEO, Chairman of Exelon’s board of directors, and a member of the board of directors; except that:     n   the formula annual incentive award described above and payable for the year in which Mr. Rowe’s employment terminates will be paid in full, rather than prorated;     n   in lieu of continued periodic payment of base salary and formula annual incentive, he will receive a lump sum severance payment equal to his base salary and the formula annual incentive multiplied by the lesser of (1)(a) three years and (2)(b) the number of years (including fractional years) remaining until March 16, 2010;the later of July 1, 2011 or the first anniversary of the termination date;     n   in determining the amount of such full formula annual incentive and lump sum severance payment, the formula annual incentive will be the greater of the amount described in the preceding paragraph or the target annual incentive for the year in which his employment terminates;terminates, but not greater than the annual incentive for the year in which the termination occurs based on actual performance without the application of negative discretion to reduce the amount of the award;     n   continued active welfare benefits will be provided for the lesser of (1) three years and (2) the number of years (including fractional years) remaining until March 16, 2010;the later of July 1, 2011 and the first anniversary of the termination date;     n   the SERP benefit will be determined taking into account the lump sum severance payment, as though it were paid in installments and Mr. Rowe remained employed during the severance period; and     n   professional outplacement services will be provided for up to twelve months. In the event Mr. Rowe’s employment terminates for cause, all stock options (whether vested or non-vested), non-vested performance shares and restricted stock will be forfeited. Upon a termination for cause on or before March 16, 2010 (the retirement date specified under his prior agreement), the portion of the SERP benefit that accrued after March 16, 2006 also will be forfeited. The term “good reason” means any material breach of the employment agreement by Exelon, including:     n   a failure to provide compensation and benefits required under the employment agreement (including a reduction in base salary that is not commensurate with and applied to Exelon’s other senior executives) without Mr. Rowe’s consent;     n   causing Mr. Rowe to report to someone other than Exelon’s board of directors;     n   any material adverse change in Mr. Rowe’s status, responsibilities or perquisites; or     n   any announcement by Exelon’s board of directors without Mr. Rowe’s consent that Exelon is seeking his replacement, other than with respect to the period following his retirement. With respect to a termination of employment during the Change in Control or Significant Acquisition periods described above, the following events will constitute additional grounds for termination for good reason:     n   a good faith determination by Mr. Rowe that he is substantially unable to perform, or that there has been a material reduction in, any of his duties, functions, responsibilities or authority;     n   the failure of any successor to assume his employment agreement;   55   n   a relocation of Exelon’s officeprincipal offices by more than 50 miles; or     n   a 20% increase in the amount of time that Mr. Rowe must spend traveling for business outside of the Chicago area. The term cause“cause” means any of the following, unless cured within the time period specified in the agreement:     n   conviction of a felony or of a misdemeanor involving moral turpitude, fraud or dishonesty;     n   willful misconduct in the performance of duties intended to personally benefit the executive; or     n   material breach of the agreement (other than as a result of incapacity due to physical or mental illness). 50 Upon Mr. Rowe’s retirement or other termination of employment other than for cause:     n   Mr. Rowe is required to provide up to ten hours per weekattend board of transition services for six months and, thereafter, untildirectors meetings as requested by the third anniversary of his termination, at Exelon’s request, to provide consulting services,board or the then-chairman, attend a reasonable number of civic, charitable and corporate events, and serve on mutually agreed civic and charitable boards and represent the Company at industry and trade association events as Exelon’s representative;representative, each as mutually agreed;     n   Exelon is required to provide Mr. Rowe with five years of office space, a personal secretary and secretarial services and up to three years of tax, financial and estate planning services; n he will be eligible to receive reasonably requested tax, financial and estate planning services to Mr. Rowe for three years (or one year following his death), but only consistent with Exelon’s practices for other senior executives (the Company does not currently offer such services to senior executives);     n   he will receive a prorated formula annual incentive for the year in which the termination occurs;occurs, determined under the method described above for a “good reason” termination;     n   all exercisable stock options remain exercisable until the applicable option expiration date, except that options granted on or after January 1, 2002 remain exercisable for five years, consistent with the terms of the LTIP;date;     n   non-vested stock options become exercisable and thereafter remain exercisable until the applicable option expiration date, except that options granted on or after January 1, 2002 remain exercisable for five years, consistent with the terms of the LTIP;expiration;     n   previously earned but non-vested performance sharesshare units vest, and he will receive a target award for the year in which the termination occurs, consistent with the terms of the performance share award program under the LTIP;LTIP, and he will receive an award for the year in which the termination occurs; and     n   any non-vested restricted stock award vests, unless otherwise provided in the grant instrument. The term retirement“retirement” means:     n   Mr. Rowe’s termination of his employment other than for good reason, disability or death;     n   Exelon’s termination of his employment on or after March 16, 2010July 1, 2011 other than for cause or disability. Mr. Rowe is subject to confidentiality restrictions and to non-competition, non-solicitation and non-disparagement restrictions continuing in effect for two years following his termination of employment.employment and is required to sign a general release to receive severance payments. He iswill also be eligible to receive an additional payment to cover excise taxes imposed under Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law.law if the after-tax amount of payments and benefits subject to these taxes exceeds 110% of the safe harbor amount that would not subject the employee to these excise taxes. If the after-tax amount, however, is less than 110% of the safe harbor amount, payments and benefits subject to these taxes would be reduced or eliminated to equal the safe harbor amount. If any payment to Mr. Rowe would be subject to a penalty under Section 409A of the Internal Revenue Code, Exelon may postponepayment of such paymentamount will be delayed by up to six months to avoid such penalty orafter the parties may amend thetermination date, and his agreement will be otherwise interpreted and construed to comply with Section 409A. 56 Change In Control Employment Agreements And Severance Plan Covering Other Named Executives Exelon has entered into change in control employment agreements with the named executive officersNEOs other than Mr. Rowe, which generally protect such executives’ position and compensation levels for two years after a change in control of Exelon. The agreements are initially effective for a period of two years and provide for a one-year extension each year thereafter until cancellation or termination of employment. During the 24-month period following a change in control, or during the 18-month period following another significant corporate transaction affecting the executive’s business unit in which Exelon shareholders retain between 60% and 662/3% control (a significant acquisition), if a named executive officeran NEO resigns for good reason or if the executive’s employment is terminated by Exelon other than for cause or disability, the executive is entitled to the following:     n   the executive’s target annual incentive and performance share unit awards for the year in which termination occurs;     n   severance payments equal to three2.99 times the sum of (1) the executive’s base salary plus (2) the higher of the executive’s target annual incentive for the year of termination or the executive’s average annual incentive award payments for the two years preceding the termination;termination, but not more than the annual incentive for the year of termination based on actual performance before the application of negative discretion;     n   a benefit equal to the amount payable under the SERP determined as if (1) the SERP benefit were fully vested, (2) the executive had three2.99 additional years of age and years of service (two(2.0 years for executives who first entered into such agreements after 2003) and (3) the severance pay constituted covered compensation for purposes of the SERP;   51   n   a cash payment equal to the actuarial equivalent present value of any non-vested accrued benefit under Exelon’s qualified defined benefit retirement plan;     n   all previously-awarded stock options, performance shares or units, deferred stock units, restricted stock, or restricted share units become fully vested, and the stock options remain exercisable until (1) the option expiration date, for options granted before January 1, 2002 or (2) the earlier of the fifth anniversary of his termination date or the option’s expiration date, for options granted after that date;     n   life, disability, accident, health and other welfare benefit coverage continues for three years on the same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age 50 and completed at least ten years of service (or any lesser eligibility requirement then in effect for regular employees); and     n   outplacement services for at least twelve months. The change in control benefits are also provided if the executive is terminated other than for cause or disability, or terminates for good reason (1) after a tender offer or proxy contest commences, or after Exelon enters into an agreement which, if consummated, would cause a change in control, and within one year after such termination a change in control does occur, or (2) within two years after a sale or spin-off of the executive’s business unit in contemplation of a change in control that actually occurs within 60 days after such sale or spin-off (a disaggregation). n A change in control generally occurs:     n   when any person acquires 20% of Exelon’s voting securities;     n   when the incumbent members of the Exelon board of directors (or new members nominated by a majority of incumbent directors) cease to constitute at least a majority of the members of the Exelon board of directors;     n   upon consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of Exelon’s operating assets (excluding a transaction where Exelon shareholders retain at least 60% of the voting power); or     n   upon shareholder approval of a plan of complete liquidation or dissolution. 57 The term good reason,“good reason” under the change in control employment agreements generally includes any of the following occurring within two years after a change in control or disaggregation or within 18 months after a significant acquisition:     n   a material reduction in salary, incentive compensation opportunity or aggregate benefits, unless such reduction is part of a policy, program or arrangement applicable to peer executives;     n   failure of a successor to assume the agreement;     n   a material breach of the agreement by Exelon; or     n   any of the following, but only after a change in control or disaggregation: (1) a material adverse reduction in the executive’s position, duties or responsibilities (other than a change in the position or level of officer to whom the executive reports or a change that is part of a policy, program or arrangement applicable to peer executives) or (2) a required relocation by more than 50 miles. The term cause under the change in control employment agreements generally includes any of the following:     n   refusal to perform or habitual neglect in the performance of duties or responsibilities or of specific directives of the officer to whom the executive reports which are not materially inconsistent with the scope and nature of the executive’s duties and responsibilities;     n   willful or reckless commission of acts or omissions which have resulted in or are likely to result in a material loss or material damage to the reputation of Exelon or any of its affiliates, or that compromise the safety of any employee;     n   commission of a felony or any crime involving dishonesty or moral turpitude;     n   material violation of the code of business conduct which would constitute grounds for immediate termination of employment, or of any statutory or common-law duty of loyalty; or     n   any breach of the executive’s restrictive covenants. 52 Executives who have entered into change in control employment agreements will be eligible to receive an additional payment to cover excise taxes imposed under Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law, but only if the after-tax amount of payments and benefits subject to these taxes exceeds 110% of the safe harbor amount that would not subject the employee to these excise taxes. If the after-tax amount however, is less than 110% of the safe harbor amount, then payments and benefits subject to these taxes would be reduced or eliminated to equal the safe harbor amount. If a named executive officeran NEO other than Mr. Rowe resigns for good reason or is terminated by Exelon other than for cause or disability, in each case under circumstances not covered by an individual change in control employment agreement, the named executive officerNEO may be eligible for the following non-change in control benefits under the Exelon Corporation Senior Management Severance Plan:     n   prorated payment of the executive’s target annual incentive and performance share unit awards for the year in which termination occurs;     n   for a two-year severance period, continued payment of an amount representing base salary and continued payment oftarget annual incentive equal to the executive’s target incentive for the year in which the termination occurs;incentive;     n   a benefit equal to the amount payable under the SERP determined as if the severance payments were paid as ordinary base salary and annual incentive;     n   for the two-year severance period, continuation of health, basic life and other welfare benefits the executive was receiving immediately prior to the severance period on the same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age fifty and completed at least ten years of service (or any lesser eligibility requirement then in effect for non-executive employees); and     n   outplacement services for at least six months. Payments under the Senior Management Severance Plan are subject to reduction by Exelon to the extent necessary to avoid imposition of excise taxes imposed by Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law. 58 The term “good reason” under the Senior Management Severance Plan means either of the following:     n   a material reduction of the executive’s salary, incentive compensation opportunity or aggregate benefits unless such reduction is part of a policy, program or arrangement applicable to peer executives of Exelon or of the business unit that employs the executive; or     n   a material adverse reduction in the executive’s position or duties (other than a change in the position or level of officer to whom the executive reports) that is not applicable to peer executives of Exelon or of the executive’s business unit, but excluding any change (1) resulting from a reorganization or realignment of all or a significant portion of the business, operations or senior management of Exelon or of the executive’s business unit or (2) that generally places the executive in substantially the same level of responsibility. The term cause“cause” under the Senior Management Severance Plan has the same meaning as the definition of such term under the individual change in control employment agreements. Benefits under the change in control employment agreements and the Senior Management Severance Plan are subject to termination upon an executive’s violation of his or her restrictive covenants, and incentive payments under the agreements and the plan are subject to the recoupment policy adopted by the Compensation Committee of the board of directors. 53 Estimated Value Ofof Benefits Toto Be Received Upon Retirement The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming they retired as of December 31, 2007.2008. These payments and benefits are in addition to the present value of the accumulated benefits from each NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Nonqualified Deferred Compensation section.   Name   Cash Payment   Value of Unvested Equity Awards   Perquisites and Other Benefits   Estimated Total Value of Payments and Benefits            Note (1)   Note (2)   Note (3)            [a]   [b] ($)   [c] ($)   [d] ($)   [e] ($)                        Rowe   $ 1,653,000   $ 27,154,000   $ 975,000   $ 29,782,000 Mehrberg     410,000     6,925,000     0     7,335,000 McLean     0     0     0     0 Crane     0     0     0     0                        Notes to Table Name   Cash Payment     Value of Unvested Equity Awards     Value of ComEd Cash-Based LTIP Awards     Perquisites and Other Benefits     Total Value of All Payments and Benefits                    Note (1)     Note (2)     Note (3)     Note (4)     Note (5)                                                                                           Rowe   $ 1,835,000     $ 17,289,000     —       $ 1,575,000     $ 20,699,000   Hilzinger     —         —       —         —         —     Crane     750,000       4,070,000     —         —         4,820,000   McLean     —         —       —         —         —     Clark     495,000       580,000     2,763,000       —         3,838,000                                             1. Under the terms of Exelon’s Annual Incentive Plan,Program, officers receive a pro-rated target incentive award is payable upon termination due retirement, based on the number of days worked during the year of retirement. Mr. Rowe would generally be entitled to a pro-rated portion of his Formula Annual Incentive as specified by his employment agreement. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination, (ii) the actual annual incentive paid for the latest calendar year ended on or before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination. 2. The value of unvested equity awards includes the sum of previously unvested stock options, previously earned but unvested performance share units, a pro-rated target performance share unit award for the year of retirement, and, if applicable (depending upon each officer’s individual restricted stock or restricted stock unit awards (if any)), the value of any unvested restricted stock or restricted stock units that may vest upon retirement. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61, and the exercise price of each unvested stock option grant, multiplied by the number of unvested options. If an NEO has attained age 50 with 10 or more years of service (or deemed service), his or her unvested stock options will vest upon termination of employment because he or she has satisfied the definition of retirement under the LTIP. For all performance share units and restricted shares or restricted share units, the value is based on the December 31, 2008 closing price of Exelon stock. 59 3. The value of cash-based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive award for the year of termination, if termination occurs due to retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the unearned award amount above represents the executive's 2007executive’s 2008 target annual incentive. award. 4. Pursuant to Section 7.4(a) of his employment agreement, Mr. Rowe iswould be entitled to a pro-rata portion of his Formula Annual Incentive, based on days worked during the year of termination. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the amount above represents his Formula Annual Incentive. Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination, (ii) the actual annual incentive paid for the latest calendar year ended on or before the termination date, and (ii) the average annual incentive paid for the three years prior to the year of termination (i.e., the 2004, 2005, and 2006 actual annual incentives). 2. This value includes the following four items: The value of all unvested stock options that would vest upon termination of employment. The value is based on the difference between Exelon's closing stock price on 12/31/2007 of $81.64 and the exercise price of the option. Under the LTIP, if a grantee has attained age 50 with 10 or more years of service (or deemed service), his stock options will vest upon termination of employment because he has satisfied the definition of retirement under the LTIP. The value of the pro-rated 2007 target performance share award. Pursuant to the Performance Share Award Program, participants receive a pro-rated incentive award for the year of termination, if termination occurs due to retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year. The amount above represents the executive's 2007 target award based on Exelon's closing stock price on 12/31/2007 of $81.64. The value of the executive's earned but unvested performance shares. Pursuant to the Performance Share Award Program, all of the shares will vest upon termination due to retirement. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64. The value of the executive's restricted stock that, per the applicable award agreement, would vest upon retirement. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64. 3. Represents the estimated value of (i) threefive years of office and secretarial services (at an assumed cost of $300,000 per year), which isand up to be provided pursuant to Section 7.7 of his employment agreement, and three years of tax, financial and estate planning which is to be provided pursuant to Section 7.10 of his agreement (at an assumed cost of $25,000 per year).services.   54 5. The estimate of total payments and benefits is based on a December 31, 2008 termination date. Estimated Value Ofof Benefits Toto Be Received Uponupon Termination Due Toto Death Oror Disability The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming their employment is terminated due to death or disability as of December 31, 2007.2008. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Nonqualified Deferred Compensation section.   Name   Cash Payment   Value of Unvested Equity Awards   Perquisites and Other Benefits   Estimated Total Value of Payments and Benefits   Cash Payment     Value of Unvested Equity Awards     Value of ComEd Cash-Based LTIP Awards     Perquisites and Other Benefits     Total Value of All Payments and Benefits             Note (1)   Note (2)   Note (3)        Note (1)     Note (2)     Note (3)     Note (4)     Note (5)                                  [a]   [b] ($)   [c] ($)   [d] ($)   [e] ($) Rowe   $ 1,835,000     $ 17,289,000       —       $ 75,000     $ 19,199,000   Hilzinger     319,000       2,215,000       —         —         2,534,000   Crane     750,000       6,851,000       —         —         7,601,000   McLean     510,000       4,686,000       —         —         5,196,000   Clark     495,000       858,000     $ 2,763,000       —         4,116,000                         Rowe   $ 1,653,000   $ 27,154,000   $ 75,000   $ 28,882,000 Mehrberg     410,000     6,925,000     0     7,335,000 McLean     306,000     6,925,000     0     7,231,000 Crane     390,000     8,469,000     0     8,859,000   Notes to the table. 1. Under the AIP,Officers receive a pro-rated targetannual incentive award is payable upon termination due to death or disability, based on the number of days worked during the year of termination. Mr. Rowe would generally be entitled to a pro-rated portion of his Formula Annual Incentive as specified by his employment agreement. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination, (ii) the actual annual incentive paid for the latest calendar year ended on or before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination. 2. The value of unvested equity awards includes the sum of previously unvested stock options, previously earned but unvested performance share units, a pro-rated target performance share unit award for the year of termination, and, if applicable (depending upon each officer’s individual restricted stock or restricted stock unit awards (if any)), the value of any unvested restricted stock or restricted stock units that may vest upon death or disability. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61, and the exercise price of each unvested stock option grant, multiplied by the number of unvested options. Under the terms of the LTIP, if an optionee terminates employment due to death or disability, all options vest upon termination. For all performance share units and restricted shares or restricted share units, the value is based on the December 31, 2008 closing price of Exelon stock. 3. The value of cash-based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive award for the year of termination, if termination occurs due to retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the unearned award amount above represents the executive's 2007executive’s 2008 target annual incentive. Pursuant to Section 7.2(a) of his employment agreement, Mr. Rowe is entitled to a pro-rata portion of his Formula Annual Incentive, based on days worked during the year of termination. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the amount above represents his Formula Annual Incentive.award.   2.4. This value includesPursuant to his employment agreement, in the following four items: The value of all unvested stock options that would vest upon termination of employment. The value is based on the difference between Exelon's closing stock price on 12/31/2007 of $81.64 and the exercise price of the option. Under the LTIP, if a grantee terminates employment dueevent of a disability, Mr. Rowe would be entitled to up to death or disability, his stock options will vest upon termination of employment . The value of the pro-rated 2007 target performance share award. Pursuant to the Performance Share Award Program, participants receive a pro-rated incentive award for the year of termination, if termination occurs due to death or disability. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the amount above represents the executive's 2007 target award. Represents the value of the 2007 target award based on Exelon's closing stock price on 12/31/2007 of $81.64. The value of the executive's earned but unvested performance shares. Pursuant to the Performance Share Award Program, all of the shares will vest upon termination due to death or disability. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64. The value of the executive's restricted stock that, per the applicable award agreement, would vest upon an death or disability. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64. 3. Represents the estimated value of three years of tax, financial and estate planning (at an assumed cost of $25,000/yr), which is to be provided upon disability pursuant to Section 7.10services. In the event of his employment agreement. Note—upon death, heMr. Rowe’s beneficiaries would only be entitled to one year of tax, financial and estate planning.planning services. 5. The estimate of total payments and benefits is based on a December 31, 2008 termination date.   5560 Estimated Value Ofof Benefits Toto Be Received Uponupon Involuntary Separation Not Related To Ato a Change Inin Control The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were terminated as of December 31, 20072008 under the terms of the Amended and Restated Senior Management Severance Plan. The severance benefits are determined pursuant to Section 4 of the plan. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Nonqualified Deferred Compensation section.   Name   Cash Payment   Retirement Benefit Enhancement   Value of Unvested Equity Awards   Health and Welfare Benefit Continuation   Perquisites and Other Benefits   Estimated Total Value of Payments and Benefits   Cash Payment     Retirement Benefit Enhance- ment     Value of Unvested Equity Awards     Health and Welfare Benefit Continuation     Value of ComEd Cash-Based LTIP Awards   Perquisites and Other Benefits     Total Value of All Payments and Benefits                 Note (1)   Note (2)   Note (3)   Note (4)   Note (5)        Note (1)     Note (2)     Note (3)     Note (4)     Note (5)   Note (6)     Note (7)                                          [a]   [b] ($)   [c] ($)   [d] ($)   [e] ($)   [f] ($)   [g] ($) Rowe   $ 8,365,000     $ 1,779,000     $ 17,289,000     $ 380,000     $ 1,615,000     $ 29,428,000 Hilzinger     1,339,000       71,000       1,470,000       21,000       40,000       2,941,000 Crane     3,550,000       1,976,000       4,973,000       125,000       40,000       10,664,000 McLean     2,635,000       149,000       4,013,000       180,000       40,000       7,017,000 Clark     2,420,000       866,000       580,000       141,000     $ 2,763,000     40,000       6,810,000                                 Rowe   $ 7,709,000   $ 2,461,000   $ 27,154,000   $ 380,000   $ 1,015,000   $ 38,719,000 Mehrberg   $ 2,399,000   $ 471,000   $ 6,925,000   $ 113,000   $ 65,000   $ 9,973,000 McLean   $ 1,857,000   $ 89,000   $ 3,492,000   $ 128,000   $ 40,000   $ 5,606,000 Crane   $ 2,370,000   $ 633,000   $ 3,889,000   $ 98,000   $ 40,000   $ 7,030,000   Notes to table: 1. CashThe cash payment is composed of payment equal to a specified multiple of the NEO’s base salary plus a pro-rated annual incentive award based on the number of days worked in the year of termination. Mr. Rowe would generally be entitled to his Formula Annual Incentive as specified by his employment agreement. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination, (ii) the actual annual incentive paid for the latest calendar year ended on or before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination. For all officers except Mr. Hilzinger, the multiple used for base salary and annual incentive is 2. For Mr. Hilzinger, the multiple is 1.5. 2. The retirement benefit enhancement consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan. 3. The value of unvested equity awards includes the estimated severance benefit andsum of previously unvested stock options, previously earned, but unvested performance share units, a pro-rated annualtarget performance share unit award for the year of retirement, and, if applicable (depending upon each officer’s individual restricted stock or restricted stock unit awards (if any)), the value of any unvested restricted stock that may vest upon involuntary separation not related to a change in control. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61, and the exercise price of each unvested stock option grant, multiplied by the number of unvested options. If an NEO has attained age 50 with 10 or more years of service (or certain deemed service), his or her unvested stock options will vest upon termination of employment because he or she has satisfied the definition of retirement under the LTIP. For all performance shares or restricted shares, the value is based on the December 31, 2008 closing price of Exelon stock. 4. Estimated costs of health care, life insurance, and long-term disability coverage which continue during the severance period. For Mr. Rowe, health care, life insurance, and long-term disability coverage will continue for two years. 5. The value of cash-based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive award for the year of termination. With the exception of Mr. Rowe, the severance benefit is equaltermination, if termination occurs due to two times the sum of the executive's (i) current base salary and (ii) target annual incentive. For Mr. Rowe, the severance benefit is equal to two times the sum of his (i) current base salary and (ii) Formula Annual Incentive. Under Section 4.2 of the Severance Plan, a pro-rated target incentive award is payable upon termination, based on days worked during the year of termination.retirement. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the unearned award amount above represents the executive's 2007executive’s 2008 target annual incentive. Pursuant to Section 7.3(a) of his employment agreement, Mr. Rowe is entitled to a pro-rata portion of his Formula Annual Incentive, based on days worked during the year of termination. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the amount above represents his Formula Annual Incentive.award.   2.6. Source: Towers Perrin. 3. This value includes the following four items: The valueEstimated costs of all unvested stock options that would vest upon termination of employment. The value is based on the difference between Exelon's closing stock price on 12/31/2007 of $81.64 and the option exercise price. If an executive has attained age 50 with 10 or more years of service (or deemed service), his stock options will vest upon termination of employment because he has satisfied the definition of retirement under the LTIP. The value of the pro-rated target performance share award for the year of termination. Pursuant to the Performance Share Award Program, all executives will receive a pro-rated incentive award for the year of termination since they have completed at least two years of service. Since the SEC rules indicate registrants are to assume the termination occurred on the last business day of the fiscal year, the amount above includes the executive's 2007 target award based on Exelon's closing stock price on 12/31/2007 of $81.64. The value of the NEO’s earned but unvested performance shares. Pursuant to the Performance Share Award Program, all of the shares will vest upon termination since the executives have completed at least two years of service with the Company. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64. The value of the executive's restricted stock that, per the applicable award agreement, would vest upon an involuntary separation not related to a change in control. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64. 4. Health and welfare benefits (i.e., health care, life insurance and long-term disability) are continued during the severance period. Represents the estimated cost of such benefit continuation. 56 5. Executives receive outplacement services for 12 months. RepresentsUpon a termination of Mr. Rowe’s employment due to the estimated valuecompany’s failure to appoint or elect him as CEO, Chairman of this benefit. Financial counseling servicesthe board of directors and a member of the board, his benefits are available for executives that have attained age 50 with 10 or more yearsthose described under the heading “Estimated Value of service (or deemed service). Represents the estimated value of this benefit at an assumed cost of $25,000 per year. For Mr. Rowe, represents the estimated value of (i) threeBenefits to be Received Upon a Qualifying Termination following a Change in Control.” This includes five years of office and secretarial services (at an assumed cost of $300,000/yr), which isand up to be provided pursuant to Section 7.7 of his employment agreement, and three years of tax, financial and estate planning whichservices and outplacement services. 7. The estimate of total payments and benefits is to be provided pursuant to Section 7.10 of his employment agreement (at an assumed cost of $25,000 per year).based on a December 31, 2008 termination date. 61 Estimated Value Ofof Benefits Toto Be Received Upon Aupon a Qualifying Termination Following Afollowing a Change Inin Control The following tables show the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were terminated upon a qualifying change in control as of December 31, 2007.2008. The company has entered into Change in Control agreements with Messrs. Rowe, Clark, Crane McLean and Mehrberg.McLean. These payments and benefits are in addition to the present value of accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Nonqualified Deferred Compensation section.   Name   Cash Payment   Retirement Benefit Enhance- ment   Value of Unvested Equity Awards   Health and Welfare Benefit Continuation   Perquisites and Other Benefits   Excise Tax Gross-Up Payment or Scale-back   Estimated Total Value of Payments and Benefits   Cash Payment     Retirement Benefit Enhance- ment     Value of Unvested Equity Awards     Value of ComEd Cash-Based LTIP Awards     Perquisites and Other Benefits     Health and Welfare Benefit Continuation     Excise Tax Gross-Up Payment / Scale- back     Total Value of All Payments and Benefits                   Note (1)   Note (2)   Note (3)   Note (4)   Note (5)   Note (6)        Note (1)     Note (2)     Note (3)     Note (4)     Note (5)     Note (6)     Note (7)     Note (8)                                                     [a]   [b] ($)   [c] ($)   [d] ($)   [e] ($)   [f] ($)   [g] ($)   [h] ($) Rowe   $ 9,998,000     $ 2,615,000     $ 17,289,000       —       $ 1,615,000     $ 474,000     Not Required     $ 31,991,000   Hilzinger     1,615,000       95,000       2,215,000       —         40,000       28,000     Not Required       3,993,000   Crane     4,786,000       2,805,000       6,851,000       —         40,000       187,000     Not Required       14,669,000   McLean     3,615,000       222,000       4,686,000       —         40,000       271,000     Not Required       8,834,000   Clark     3,291,000       870,000       1,136,000     $ 2,763,000       40,000       212,000     Not Required       8,312,000                                        Rowe   $ 8,349,000   $ 3,310,000   $ 27,154,000   $ 420,000   $ 1,015,000   Not Required   $ 40,248,000 Mehrberg   $ 3,394,000   $ 836,000   $ 6,925,000   $ 169,000   $ 40,000   Not Required   $ 11,364,000 McLean   $ 2,633,000   $ 141,000   $ 6,925,000   $ 192,000   $ 40,000   Not Required   $ 9,931,000 Crane   $ 3,360,000   $ 908,000   $ 8,469,000   $ 146,000   $ 40,000   Not Required   $ 12,923,000   Notes to table 1. Cash payment includes a severance payment and the estimatedNEO’s annual incentive for the year of termination. For Mr. Rowe, the severance payment is equal to three times his current base salary and his Formula Annual lncentive. His Formula Annual Incentive is defined as the greater of the (i) target annual incentive for the year of termination, (ii) the actual annual incentive paid for the latest calendar year ended on or before the termination date, and (iii) the average annual incentive paid for the three years prior to the year of termination. For all other NEOs, with the exception of Mr. Hilzinger, the severance benefit is equal to 2.99 (three for Mr. Rowe) times the sum of the executive’s current base salary and Severance Incentive. For Mr. Hilzinger, the severance benefit is equal to two times the sum of the executive’s current base salary and Severance Incentive. The Severance Incentive is defined as the greater of the (i) target annual incentive for the year of termination and (ii) the average annual incentive paid for the two years prior to the year of termination (i.e.,the 2006 and 2007 actual annual incentives). 2. The retirement benefit enhancement consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the benefit was fully vested, the NEO had two additional years of age and two additional years of service, and the annualseverance pay constituted covered compensation for purposes of the non-qualified pension plan. For non-grandfathered executives who are not a part of senior executive management, the severance period is 15 months. In addition, a cash payment will be made in an amount equal to the actuarial present value of any non-vested accrued benefit under Exelon’s qualified pension plan. 3. The value of unvested equity awards includes the sum of previously unvested stock options, previously earned, but unvested performance share units, a pro-rated target performance share unit award for the year of retirement, and, if applicable (depending upon each officer’s individual restricted stock or restricted stock unit awards (if any)), the value of any unvested restricted stock that may vest upon involuntary separation not related to a change in control. For previously unvested stock options, the value is determined by taking the spread between the closing price of Exelon stock on December 31, 2008, which was $55.61, and the exercise price of each unvested stock option grant, multiplied by the number of unvested options. If an NEO has attained age 50 with 10 or more years of service (or certain deemed service), his or her unvested stock options will vest upon termination of employment because he or she has satisfied the definition of retirement under the LTIP. For all performance shares or restricted shares, the value is based on the December 31, 2008 closing price of Exelon stock. 4. The value of cash-based LTIP awards includes the value of earned and unvested award amounts and unearned award amounts. Pursuant to the ComEd LTIP, participants receive a pro-rated incentive award for the year of termination. Except for Mr. Rowe,termination, if termination occurs due to retirement. Since the severance benefit is equalSEC rules indicate registrants are to three timesassume the sumtermination occurred on the last business day of the executive's (i) current base salary and (ii) Severance Incentive. For Mr. Rowe,fiscal year, the severance benefit is equal to three timesunearned award amount represents the sum of his (i) current base salary and (ii) Formula Annual Incentive. Under Section 5.1(a)(i) of the Severance Plan and 4.1(a)(ii) of the CIC Employment Agreement, theexecutive’s 2008 target incentive award is payable upon termination. Except for Mr. Rowe, the amounts above represent the executive's 2007 target annual incentive. Pursuant to Section 8.3(a)(i) of his employment agreement, Mr. Rowe is entitled to his Formula Annual Incentive upon termination of employment. Severance Incentive is defined as the greater of the (i) target annual incentive for the year of termination and (ii) the average annual incentive paid for the two years prior to the year of termination (i.e., the 2005 and 2006 actual annual incentives). 2. Source: Towers Perrin.award.   3. This value includes the following four items: The value on all unvested stock options (all unvested stock options would become fully vested upon termination of employment). The value is based on the difference between Exelon's closing stock price on 12/31/2007 of $81.64 and the exercise price of the option; The value of the NEO’s earned but unvested performance shares. Pursuant to Section 5.1(c) of the Severance Plan, Section 4.1(c) of the CIC Employment Agreement and Section 8.3(a)(viii) of Mr. Rowe's employment agreement, all of the earned but unvested performance shares will vest upon termination. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64; The value of the NEO's 2007 performance share award. Pursuant to Section 5.1(c) of the Severance Plan, Section 4.1(c) of the CIC Employment Agreement and Section 8.3(a)(viii) of Mr. Rowe's employment agreement, all executives unearned performance shares will become fully vested at the target level. The value of shares is based upon the 2007 target award and Exelon's closing stock price on 12/31/2007 of $81.64; 5762 The value of the executive's restricted stock that, pursuant to Section 5.1(d) of the Severance Plan and 4.1(d) of the CIC Employment Agreement, would vest upon a qualifying termination following a change in control. The value of the shares is based on Exelon's closing stock price on 12/31/2007 of $81.64. 4. Health and welfare benefits (i.e., health care, life insurance and long-term disability) are continued during the severance period. Represents the estimated cost of such benefit continuation. 5. Executives receiveEstimated costs of outplacement services for up to 12 months. RepresentsUpon a termination of Mr. Rowe’s employment due to the estimated valuecompany’s failure to appoint or elect him as CEO, Chairman of this benefit at an assumed costthe board of $40,000/yr. Alsodirectors and a member of the board, his benefits are those described under the heading “Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control.” This includes the estimated value of (i) threefive years of office and secretarial services (at an assumed cost of $300,000 per year), which isand up to be provided pursuant to Section 7.7 of Mr. Rowe's employment agreement, and (ii) three years of tax, financial and estate planning which is to be provided pursuant to Section 7.10 of his employment agreement (at an assumed cost of $25,000 per year).services and outplacement services.   6. Estimated costs of health care, life insurance, and long-term disability coverage which continue during the severance period. For Mr. Rowe, health care, life insurance, and long-term disability coverage will continue for two years. 7. Represents the estimated value of the required excise tax gross-up payment or scaleback. All of the executives, with the exception of Mr. Hilzinger, are entitled to an excise tax gross-up payment under their change-in-control employment agreements if the present value of their parachute payments exceedexceeds the amount permitted by the IRS by more than 10% and would be subject to the excise tax under Section 4999 of the Internal Revenue Code. If their payments exceed the threshold by less than 10%, their parachute payments are scaled back to the greatest amount payable that would not trigger the excise tax. With respect to Mr. Hilzinger, if his parachute payments exceed the amount permitted by the IRS, his parachute payments are scaled back to the greatest amount payable that would not trigger the excise tax under Section 4999 of the Internal Revenue Code. 8. The estimate of total payments and benefits is based on a December 31, 2008 termination date. 6. Other Proposals to be Voted Upon Proposal 2: The Renewal of the Exelon Corporation Annual Incentive Plan for Senior Executives, Effective January 1, 2009 The Internal Revenue Code Section 162(m) generally limits a corporation’s tax deductions for compensation paid to each of its “named executive officers,” to $1 million a year. “Performance-based compensation” is not subject to this million-dollar deduction cap. Most corporations, including Exelon, take advantage of this exception for compensation that is paid pursuant to an incentive plan upon attainment of performance targets set by an independent committee and based upon shareholder-approved performance goals. Exelon is seeking your approval of the renewal of its Annual Incentive Plan for Senior Executives (the “Plan”) so that Exelon may continue to use this favorable tax exception. A tax deduction enjoyed by the corporation ultimately inures to the benefit of Exelon’s shareholders. Purpose:The purpose of the Plan is to reward achievement of key annual goals and to enhance Exelon’s ability to attract, motivate, reward and retain certain key employees, to strengthen their commitment to Exelon, to promote Exelon’s near-term objectives, and to ensure annual incentive compensation can be eligible to be tax deductible. Eligibility:Each year, the compensation committee selects individuals to participate in the Plan. Although any officer or key executive employee may be selected, it is expected that normally only those individuals the compensation committee considers potentially likely to become Section 162(m) Executives for the year will participate in the Plan. Approximately 10 individuals are eligible for participation in the Plan. For 2009, 10 individuals have been designated as participants in the Plan. Basis for Annual Awards:The Plan provides for annual cash awards to participants, the maximum amount of which is based on a share of one or more incentive pools established by the compensation committee. The incentive pools are funded by achievement of specific performance goals relating to a specific year, as determined by the compensation committee. The goals for any incentive pool may be based on any one or more of the performance criteria defined in Section VI.B. of the Plan (seeAppendix A). For 2009, the compensation committee determined that the pool would be funded with a percentage of operating income. Performance Criteria:The performance criteria for each year may be based upon the performance of Exelon or any subsidiary or division or function thereof for the year and may be applied either alone or relative to the performance of other businesses or individuals (including industry or general market indices), using one or more of the following 63 measures as selected by the compensation committee, each of which may be based on absolute standards or peer industry group comparatives and may be applied at various organizational levels (e.g.,corporate, business unit or division of Exelon or one or more subsidiaries): (1) cumulative shareholder value added (“SVA”), (2) customer satisfaction, (3) revenue, (4) primary or fully-diluted earnings per share, (5) net income, (6) total shareholder return, (7) earnings before interest, taxes, depreciation and amortization (or any combination thereof), (8) cash flow, including operating cash flows, free cash flow, discounted cash flow return on investment and cash flow in excess of cost of capital (or any combination thereof), (9) economic value added, (10) return on equity, (11) return on capital, (12) return on assets, (13) net operating profits after taxes, (14) stock price increase, (15) return on sales, (16) debt to equity ratio, (17) payout ratio, (18) asset turnover, (19) ratio of share price to book value of shares, (20) price/earnings ratio, (21) employee satisfaction, (22) diversity, (23) market share, (24) operating income, (25) pre-tax income, (26) safety, (27) diversification of business opportunities, (28) expense ratios, (29) total expenditures, (30) completion of key projects, (31) dividend payout as a percentage of net income, (32) direct margin, (33) expense reduction, (34) any individual performance objective that is measured solely in terms of quantitative targets related to Exelon, any subsidiary or Exelon’s or a subsidiary’s business. Such individual performance measures related to Exelon, subsidiary or Exelon’s or subsidiary’s business may include: (1) production-related factors such as generating capacity factor, performance against the Institute of Nuclear Power Operations (“INPO”) index, generating equivalent availability, heat rates and production cost, (2) transmission and distribution-related factors such as customer satisfaction, reliability (based on outage frequency and duration), and cost, (3) customer service-related factors such as customer satisfaction, service levels and responsiveness and bad debt collections or losses, and (4) relative performance against other similar companies in targeted areas. Awards to Participants:The compensation committee will certify the level of attainment of performance goals to establish the amount of each incentive pool. The maximum award for any participant is a share of the incentive pool. For the CEO, the share is 25%. The remaining participants share in the remaining 75% of the incentive pool on a per capita basis, with certain pro-rations for persons who terminate employment during the year under certain circumstances. The compensation committee has the authority to reduce any award below the maximum share of the incentive pool, based on any objective or subjective factors it deems appropriate, subject, in the case of awards to participants at the level of Executive Vice President and above, to ratification of the actual award amount by the board of directors. Decreasing the amount of the award for any participant will not serve to increase the maximum potential award for any other participant. There is a five million dollar limit on the annual incentive award for any participant for any year under the Plan. Conditions:A participant must be employed by Exelon or a subsidiary on the last day of the year in order to be eligible to receive an award for the year. There are exceptions for certain situations: if a participant has a termination of employment by reason of death, disability or retirement during the year, the participant will be eligible for a pro rata award, based on the number of days in the year he or she was employed. Also, if a participant has an employment agreement with us or a subsidiary that has been approved by the compensation committee, or is a participant in any other plan or subject to a policy that addresses payment of annual incentive awards in the event of termination of employment, the terms of the employment agreement or other plan or policy will govern payment. Amendment or Termination of Plan:The board of directors may amend or terminate the Plan at any time, including the modification, reduction or cancellation of any prospective incentive award that has not become vested. No change to an award may be made after the committee has certified the amount of the award to the participant. Any change in the class of persons eligible to participate in the plan, any changes to the performance criteria, or increases in the maximum dollar amount that may be paid to a participant for a year may not be effective as to 162(m) Executives unless you approve the amendment. Administration and Expenses:The Plan is administered by the compensation committee, which has full discretionary authority to administer the Plan and interpret and construe its terms. Exelon will generally pay the expenses of the Plan, but the payment of an award to any participant who is employed by a subsidiary will be the obligation of the subsidiary. Stockholder Approval Condition:The compensation committee has designated performance criteria for funding the incentive pool and has designated participants for the 2009 year. These designations are subject to your approval of this Proposal. The total amount of the awards paid under the Plan for 2008 was $5,909,314. If you approve this Proposal, the terms of the Plan will continue from 2009 through 2013. 64 If you do not approve this Proposal, no incentive awards will be made for 2009 under this Plan. Resolution: The compensation committee will present the following resolution to the meeting: “RESOLVED, that the terms of the Exelon Annual Incentive Plan, as described in Proposal 2 of the Proxy Statement and shown in Appendix A thereto, are approved.” The Board of Directors recommends a vote “FOR” the renewal of Exelon’s Annual Incentive Plan for Senior Executives because awards under the plan are based upon attainment of performance targets set by an independent committee. In addition, tax deductions enjoyed by Exelon ultimately benefit Exelon’s shareholders. Proposal 3: The Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant For 2009 The audit committee and the board of directors believe that PricewaterhouseCoopers’ knowledge of Exelon is invaluable, especially as Exelon moves to greater competition in the energy market. Representatives of PricewaterhouseCoopers working on Exelon matters are periodically changed, providing Exelon with new expertise and experience. PricewaterhouseCoopers has direct access to members of the audit committee, and PriceWaterhouseCoopers’ representatives regularly attend audit committee meetings. Representatives of PricewaterhouseCoopers will attend the annual meeting to answer appropriate questions and may make a statement if they desire. In July 2002 the audit committee adopted a policy requiring that it approve in advance all services to be performed by the independent accountant. The committee pre-approves annual budgets for audit, audit-related, tax compliance and planning services, and other services. The committee will consider proposed engagements that do not impair the accountant’s independence and add value to the audit. Examples of these include (1) audit services (such as attest services and scope changes in the audit of the financial statements), (2) audit-related services (such as accounting advisory services related to proposed transactions and new accounting pronouncements, the issuance of comfort letters and consents in relation to financings and the provision of attest services in relation to regulatory filings and contractual obligations), and (3) tax compliance and planning services. The committee delegated authority to the committee’s chairman to pre-approve non-budgeted services in amounts less than $500,000. All other services must be pre-approved by the committee. The committee receives quarterly reports on all fees paid to the independent accountant. Although the SEC rules permit for “de minimus services,” none of the services were provided without pre-approval. In 2008, the audit committee reviewed the PricewaterhouseCoopers 2009 Audit Plan and proposed fees and concluded that the scope of audit was appropriate and the proposed fees were reasonable. The following table presents the fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of Exelon’s annual financial statements for the years ended December 31, 2008 and December 31, 2007, and the fees billed for other services provided during those periods. The fees shown include all amounts related to the year indicated (even if billed in prior or subsequent periods) and may thereby differ from the amounts actually billed during the period.            Year Ended Dec. 31, 2008     Year Ended Dec. 31, 2007                    Audit Fees   $ 9,424,000     $ 8,640,000   Audit-Related Fees     1,273,000       250,000   Tax Fees     804,000       1,116,000   All Other Fees     199,000       71,000   Total   $ 11,700,000     $ 10,077,000                     65 “Audit-Related Fees” consist of assurance and related services that are traditionally performed by the auditor. This category includes fees for accounting assistance and due diligence in connection with proposed acquisitions or sales, employee benefit plan audits, internal control reviews, and consultations concerning financial accounting and reporting standards. “Tax Fees” consist of the aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice, and tax planning. These services included tax compliance and preparation services (including the preparation of original and amended tax returns, claims for refunds, tax payment planning, tax advice and consulting services, including assistance and representation in connection with tax audits and appeals, tax advice related to proposed acquisitions or sales, employee benefit plans and requests for rulings or technical advice from taxing authorities). “All Other Fees” include work performed primarily in connection with research and audit software licenses. The board of directors recommends a vote “FOR” PricewaterhouseCoopers, LLP as Exelon’s Independent Accountant for 2009. Proposal 4: A Shareholder Recommendation to Prepare a Report Showing That Exelon’s Actions to Reduce Global Warming Have Reduced Mean Global Temperature or Avoided Disasters Free Enterprise Action Fund, 12309 Briarbush Lane, Potomac, MD 20854, beneficial owner of 565 shares of stock, 347 of which have been held continuously for more than one year, submitted the following proposal and supporting statement: “Resolved: The shareholders request that the Board of Directors prepare by October 2009, at reasonable expense and omitting proprietary information, a Global Warming Report. The report may describe and discuss how action taken to date by Exelon to reduce its impact on global climate change has affected global climate in terms of any changes in mean global temperature and any undesirable climatic and weather-related events and disasters avoided. Supporting Statement “Exelon says on its web site that it supports action on global warming. Exelon is a member of the U.S. Climate Action Partnership (USCAP), a group that lobbies for global warming regulation. “But scientific data shows that atmospheric levels of carbon dioxide, the greenhouse gas of primary concern in global warming, do not drive global temperature.See e.g.http://youtube.com/watch?v=XD12NVTYRZU. “Even assuming for the sake of argument that atmospheric carbon dioxide levels affect global temperatures, the U.S. Environmental Protection Agency recently projected that U.S. regulation of manmade greenhouse gas emissions would have a trivial impact on atmospheric concentrations of carbon dioxide over the next 90 years.See e.g., http://www.epa.gov/climatechange/downloads/ s1766analysispart1.pdf and http://www.junkscience.com/ ByTheJunkman/20071004.html. “So U.S. greenhouse gas regulation is not likely to discernibly affect global climate in the foreseeable future. “Global warming regulation is expected to harm the economy. The Congressional Budget Office, U.S. Department of Energy and prominent economists such as Alan Greenspan, Arthur Laffer and Greg Mankiw all say that cap-and-trade – a type of greenhouse gas regulation promoted by USCAP – would reduce economic growth.See e.g.,http://www.junkscience.com/ failure_to_disclose.pdf. “Shareholders want to know how Exelon’s actions relating to global warming are affecting global climate.” 66 The Board Of Directors Recommends A Vote AGAINST This Proposal For The Following Reasons: Exelon’s shareholders overwhelmingly rejected this identical proposal at last year’s shareholders meeting where it received only 3.8% of the vote. Moreover, the proposal is potentially misleading because it is not supportive of actions to address climate change, but rather asks Exelon to undertake the technically impossible task of measuring and reporting on the impact of a single company’s actions to address climate change. Exelon continues to believe that climate change is real and that immediate action is necessary to slow, stop and reverse greenhouse gas emissions in the United States. Exelon supports the scientific conclusions of the Intergovernmental Panel on Climate Change (“IPCC”) that the earth’s climate is warming and that human-caused emissions of greenhouse gases (“GHG”) are responsible for this change. Exelon is actively engaged in the debate in Congress over how to fashion greenhouse gas legislation. Exelon supports federal legislation that would institute a cap-and-trade program on GHG emissions that is mandatory, economy-wide, with cost containment mechanisms in place to guard against very high and very low carbon costs. It is important that any such legislation protect the U.S. economy by providing economic and regulatory certainty, is economy-wide so that it is fair and effective and is balanced so that the costs do not outweigh the environmental benefits. It now appears likely that within the next several years, the U.S. will adopt climate change legislation that will require GHG emission reductions. In advance of a federal program, many states have enacted GHG legislation and have formed coalitions with other states to enact regional legislation. The costs and opportunities associated with the changing regulatory requirements directly impact the financial condition and operations of many companies. Regulation will impose direct costs on major sources of GHG emissions and indirect costs on the companies that use their products and services. At the same time, these new regulatory requirements will offer major opportunities for firms that can reduce emissions more cost-effectively or cost advantages for firms offering low or zero-carbon technologies and services. In 2008, Exelon adopted a 2020 Strategy with the goal of reducing, offsetting or replacing more than 15 million metric tons of greenhouse gas emissions (in carbon-dioxide equivalent terms) per year by 2020. This is more than Exelon’s current annual carbon footprint and is equivalent to taking nearly 3 million cars off of our roads and highways. Exelon is pursuing a three-pronged strategy, which consists of (1) reducing or offsetting Exelon’s carbon footprint by greening Exelon’s operations; (2) helping Exelon’s customers and the communities it serves reduce their greenhouse gas emissions through industry-leading energy efficiency programs and a diverse portfolio of green products and services; and (3) offering more low-carbon electricity in the marketplace by expanding the capacity of Exelon’s existing low-carbon generation fleet and introducing new low-carbon generation capacity. This will allow Exelon to displace other, higher-emitting sources of generation and thereby reduce overall emissions in the regions where Exelon operates. Climate risk is increasingly important to investors, as reflected by the proliferation of climate-related advisory services, investment research, funds, and indices. In addition, there are a number of investor initiatives to improve corporate climate risk disclosures, such as the Investor Network on Climate Risk, the Institutional Investors Group on Climate Change, the Investor Group on Climate Change, the Carbon Disclosure Project and the Global Reporting Initiative. The Carbon Disclosure Project, for example, collects information on behalf of institutional investors with a combined $41 trillion of assets under management. Exelon’s comprehensive climate disclosure practice resulted in its inclusion in the Dow Jones Sustainability North America Index for the last two years, and in the Carbon Disclosure Project’s Climate Disclosure Leadership Index for the past three years. 67 Finally, this shareholder proposal asks for information that is, from a scientific standpoint, impossible to provide. The climate system is too complex to trace the long-term effect on weather of an individual company’s actions, much less to determine “weather-related events and disasters” that would not have occurred if emissions from Exelon had not decreased. The board believes that it would not be a prudent use of corporate resources for Exelon to attempt to duplicate previous studies. The IPCC Fourth Assessment Report, released in November 2007, is the latest scientific, technical and socio-economic literature produced worldwide, relevant to the understanding of the risk of human-induced climate change, its observed and projected impacts and options for adaptation and mitigation. It is a more comprehensive report than Exelon, or any individual company, could produce. The board of directors recommends a vote ‘‘AGAINST” this proposal because Exelon’s shareholders resoundingly rejected this proposal in 2008. In addition, the board recommends a vote ‘‘AGAINST” this proposal because it is not technically possible to measure the impact of single company’s actions on climate change and producing such a report would be a waste of resources. Other Matters and Discretionary Voting Authority The board of directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies intend to vote on these matters in the best interest of all shareholders. Your signed proxy card gives this authority to William A. Von Hoene, Jr. and Katherine K. Combs. 68 ANNEX A EXELON CORPORATION ANNUAL INCENTIVE PLAN FOR SENIOR EXECUTIVES I. Establishment. The Exelon Corporation Annual Incentive Plan for Senior Executives (the “Plan”) was originally established by Exelon Corporation (the “Company”) effective January 1, 2004 for a term of five years. The Plan has been amended, effective January 1, 2009, to extend its term for an additional five years, subject to its approval at the 2009 annual meeting of shareholders in accordance with Section 162(m) of the Internal Revenue Code. II. Purpose. The purpose of the Plan is to reward achievement of key annual goals, to enhance the Company’s ability to attract, motivate, reward and retain certain officers and key executive employees, to strengthen their commitment to the success of the Company, to promote the near-term objectives of the Company, and to ensure annual incentive compensation payable to the Company’s Section 162(m) Executives can be eligible to be tax-deductible by the Company. III. Definitions. A. Award means the annual incentive award payable to a Participant hereunder with respect to a Plan Year. B. Committee means the members of the Compensation Committee of the Board of Directors of the Company who qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code; provided that if there are not at least two such members, then the Committee shall be a committee of at least two “outside directors” as so defined, appointed by the Board of Directors of the Company and which satisfies any other applicable requirements of the principal stock exchange on which the common stock of the Company is then traded to constitute a compensation committee. C. Company means Exelon Corporation and any successor thereto. D. Disability means a physical or mental condition on account of which benefits under the long-term disability plan of the Company or Subsidiary, whichever covers the Participant, have commenced. E. Eligible Executive means an Employee who is a member of the Company’s strategy and policy committee (or any successor committee) or whose level is senior vice president (or any equivalent successor level) or higher. F. Employee means an employee of the Company or a Subsidiary employed in an executive or officer level position. G. Incentive Pool means an amount, expressed either as a dollar value or pursuant to an objective formula or performance measure, that is designated by the Committee as available to fund Awards for a Plan Year pursuant to Section VI.A. H. Internal Revenue Code means the Internal Revenue Code of 1986, as amended, and all applicable regulations and rulings thereunder as in effect from time to time. I. Participant means an Eligible Executive who has been selected by the Committee to participate in the Plan for a particular Plan Year. Unless the context requires otherwise, the term “Participant” shall include “Part-Year Participants” as defined in Section IV.B. J. Performance Goals means the objective performance goal(s) designated by the Committee pursuant to Section VI.B. with respect to an Incentive Pool. K. Plan means this Exelon Corporation Annual Incentive Plan for Senior Executives as set forth herein and as amended from time to time. L. Plan Year means the Company’s fiscal year which, as of the effective date of the Plan, is the calendar year. M. Pro-ration Fraction means with respect to a Plan Year the number of days a Part-Year Participant was an Eligible Executive during the Plan Year, divided by 365 (or in the case of a Plan Year of more or less than 365 days, the number of days in the Plan Year).   58A-1 N. VOTE BY INTERNET -www.proxyvote.comRequired Period means at a time (1) when the outcome of the performance goals established pursuant to Article VI is substantially uncertain and (2) either (a) before the commencement of the Plan Year or, (b) (i) in the case of a 12-month Plan Year, not later than 90 days after the commencement of such Plan Year, (ii) in the case of a Plan Year shorter than 12 months, after no more than 25% of such Plan Year has elapsed, and (iii) in the case of a Participant who became an Eligible Executive after the first day of the Plan Year, after no more than 25% of the remainder of such Plan Year has elapsed after the Participant became an Eligible Executive. Any action required to be taken within the Required Period may be taken at a later date to the extent permissible under Section 162(m) of the Internal Revenue Code. EXELON CORPORATION 10 SOUTH DEARBORN STREET P.O. BOX 805398 CHICAGO, ILLINOIS 60680-5398 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 28, 2008. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.     O. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONSRetirement means a Participant’s termination of employment other than for “cause” (as defined in the Exelon Corporation Senior Management Severance Plan as in effect from time to time, or such other employment or severance plan or agreement governing the terms of the Participant’s termination of employment) after attaining age 50 with 10 years of service under the Company’s applicable defined benefit pension plan (including for this purpose any deemed pension service granted to the Participant under an employment or change in control agreement to the extent any applicable vesting or other conditions to such deemed service have been satisfied upon such termination of employment).   If you would like to reduceP. Section 162(m) Executive means an Eligible Executive who is a “covered employee” as defined in Section 162(m) of the costs incurred by Exelon Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. Internal Revenue Code.     Q. VOTE BY PHONE - 1-800-690-6903Subsidiary means a business which is affiliated through common ownership with the Company, and which is designated by the Committee as an employer whose employees may be eligible to participate in the Plan, but only with respect to such period of affiliation. IV. Participation.   Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 28, 2008. Have your proxy card in hand when you call and then followA. Generally. Within the instructions. Required Period at the beginning of each Plan Year, the Committee shall designate the Participants (if any) for such Plan Year. Any individual who is an Eligible Executive as of the first day of the Plan Year may be designated as a Participant.