EXELON CORP — Director's Dealing 2012

Jan 24, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EXELON CORP (EXC)
CIK: 0001109357
Period of Report: 2011-12-31

Reporting Person: ROWE JOHN W (Chairman and CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	294797	Direct
Common Stock - ESPP	3618	Direct
Common Stock - 401(k)	7111	Direct
Common Stock	3500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Shares - Stock Units	$		Common Stock (21697)	21697	Direct
Deferred Comp. - Phantom Shares	$		Common Stock (6394)	6394	Direct
NQ Stock Options 01/24/2005	$42.85		Common Stock (229000)	229000	Direct
NQ Stock Options 01/22/2007	$59.96		Common Stock (150000)	150000	Direct
NQ Stock Options 01/28/2008	$73.29		Common Stock (114000)	114000	Direct
NQ Stock Options 01/26/2009	$56.51		Common Stock (155000)	155000	Direct
NQ Stock Options 01/25/2010	$46.09		Common Stock (138000)	138000	Direct
NQ stock Options 01/24/2011	$43.40		Common Stock (265000)	265000	Direct

Footnotes

F1: Shares held as of 12/31/2011 in a multi-fund 401(k) Plan to be settled in cash upon the reporting person's termination of employment for any reason on a 1:1 basis. Shares are acquired through regular periodic contributions, company matching contributions, and the automatic reinvestment of dividends.

F2: Performance Shares awarded pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded vest immediately upon receipt. The remaining shares vest in 1/3 increments on each of the first and second anniversaries of the grant date. Under certain circumstances some or all of the vested shares may be settled in cash on a 1 for 1 basis based on the cash value of the underlying stock on the date of vesting.

F3: Balance includes the following shares acquired through the automatic dividend reinvestment feature of Exelon plans: 253 shares on 3/10/2011; 262 shares on 6/10/2011; 262 shares on 9/9/2011; and 258 shares on 12/9/2011.

F4: Phantom shares held in a multi-fund deferred compensation plan to be settled for cash upon the reporting person's termination of employment for any reason on a 1:1 basis. Shares are acquired through regular periodic contributions, company matching contributions, and the automatic reinvestment of dividends.

F5: Non qualified employee stock options, awarded pursuant to the Exelon Long Term Incentive Plan. Options vest in 1/4 increments on each of the first four anniversaries of the grant date, referenced in column one, and expire on the tenth anniversay of the grant date.