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: GILLIS RUTH ANN M (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9504	Direct
Common Stock	19101	Indirect
Common Stock (deferred shares)	48900	Indirect
Common Stock (401k shares)	29	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Shares - Stock Units	$		Common Stock (3518)	3518	Direct
Restricted Stock Units 08/01/2008	$		Common Stock (5000)	5000	Direct
Deferred Comp. Phantom Shares	$		Common Stock (1709)	1709	Direct
NQ Stock Options 01/26/2004	$32.54		Common Stock (6750)	6750	Direct
NQ Stock Options 01/24/2005	$42.85		Common Stock (27000)	27000	Direct
NQ Stock Options 01/23/2006	$58.55		Common Stock (24000)	24000	Direct
NQ Stock Options 01/22/2007	$59.96		Common Stock (24000)	24000	Direct
NQ Stock Options 01/28/2008	$73.29		Common Stock (19000)	19000	Direct
NQ Stock Options 01/26/2009	$56.51		Common Stock (25200)	25200	Direct
NQ Stock Options 01/25/2010	$46.09		Common Stock (22400)	22400	Direct
NQ stock Options 01/24/2011	$43.40		Common Stock (44000)	44000	Direct

Footnotes

F1: Balance includes the following shares acquired through the automatic dividend reinvestment feature of Exelon plans: 569 shares on 3/10/2011; 591 shares on 6/10/2011; 591 shares on 9/9/2011; and 582 shares on 12/9/2011.

F2: 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.

F3: Performance Shares awarded pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded vested 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.

F4: Balance includes the following shares acquired through the automatic dividend reinvestment feature of Exelon plans: 41 shares on 3/10/2011; 43 shares on 6/10/2011; 43 shares on 9/9/2011; and 42 shares on 12/9/2011.

F5: Restricted stock units granted under the Issuer's Long Term Incentive Plan. Restricted stock units may be settled on a 1 for 1 basis in shares of Exelon common stock. 100% of the shares will vest on 08/01/2013.

F6: 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.

F7: 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.