SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 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): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- NOTICE OF 2001 ANNUAL MEETING AND PROXY STATEMENT MARCH 23, 2001 [Exelon Logo] Dear Shareholder: Please come to our first annual meeting on April 24, 2001. We are holding the meeting this year at the Hyatt Regency O'Hare, 9300 West Bryn Mawr Avenue, in Rosemont, Illinois. It is the first since Exelon Corporation was formed through the merger of PECO Energy Company and Unicom Corporation on October 20, 2000. You will hear about our 2000 performance and have the opportunity to ask questions. Enclosed with this proxy statement are your voting card and the 2000 annual report. We are offering you the chance to cast your vote on-line. If you have access to the Internet, it is a very easy way to vote. Whether you choose to vote by proxy card, telephone or Internet, it would help if you would vote as soon as possible. We look forward to seeing you at the annual meeting. Sincerely, /s/ Corbin A. McNeill, Jr. /s/ John W. Rowe Corbin A. McNeill, Jr. John W. Rowe Chairman and President and Co-Chief Executive Officer Co-Chief Executive Officer Notice of Annual Meeting of Shareholders [Exelon Logo] April 24, 2001 March 23, 2001 We will hold the annual meeting of shareholders of Exelon Corporation on Tuesday, April 24, 2001, at 9:30 a.m., at the Hyatt Regency O'Hare, 9300 West Bryn Mawr Avenue, in Rosemont, Illinois. The purpose of the annual meeting is to consider and take action on the following: 1. Election of six directors: Carlos H. Cantu, Daniel L. Cooper, G. Fred DiBona, Jr., Sue L. Gin, Edgar D. Jannotta, and Corbin A. McNeill, Jr., each for a term of three years. 2. Ratification of PricewaterhouseCoopers, LLP as Exelon Corporation's independent accountants for 2001. 3. Any other business that properly comes before the annual meeting. Shareholders of record as of March 1, 2001 can vote at the annual meeting. This proxy statement, voting instructions and 2000 annual report to shareholders are being distributed on or about March 23, 2001. Your vote is very important. If voting by mail, please sign, date and return the enclosed proxy card in the enclosed envelope, and allow sufficient time for the postal service to deliver your proxy before the meeting. If voting by telephone or Internet, please follow the instructions on your proxy card. By order of the board of directors /s/ Katherine Combs Katherine Combs Vice President and Corporate Secretary TABLE OF CONTENTS Commonly Asked Questions and Answers about the Annual Meeting.............. 1 Proposal 1: Election of Directors.......................................... 4 Proposal 2: Ratification of PricewaterhouseCoopers, LLP as Exelon Corporation's Independent Accountants for 2001.................... 4 Beneficial Ownership....................................................... 6 Board of Directors......................................................... 7 Board Committees........................................................... 11 Board Compensation......................................................... 13 Report of the Compensation Committee....................................... 14 Performance Graph.......................................................... 19 Summary Compensation Table................................................. 20 Option Grants in 2000...................................................... 21 Option Exercises and Year-end Value........................................ 22 Long-Term Incentive Plans.................................................. 23 Retirement Plans........................................................... 24 Employment Agreements...................................................... 26 Report of the Audit Committee.............................................. 31 Other Information.......................................................... 32 APPENDIX: Audit Committee Charter.......................................... 33 For directions to the annual meeting, please refer to the inside back cover. COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING - -------------------------------------------------------------------------------- Q:What am I voting on? A:. Proposal 1: Election of six directors: Carlos H. Cantu, Daniel L. Cooper, G. Fred DiBona, Jr., Sue L. Gin, Edgar D. Jannotta, and Corbin A. McNeill, Jr.; and . Proposal 2: Ratification of PricewaterhouseCoopers, LLP as Exelon Corporation's independent accountants for 2001. - -------------------------------------------------------------------------------- Q.Who can vote? A: Common shareholders of Exelon Corporation as of the close of business on the record date, March 1, 2001, can vote at the annual meeting. Each share of Exelon Corporation common stock gets one vote. - -------------------------------------------------------------------------------- Q.How do I vote? A: Sign and date each proxy card that you receive and return it in the prepaid envelope or vote by telephone or by Internet. If we receive your signed proxy before the annual meeting, we will vote your shares as you direct. You can specify on your proxy whether your shares should be voted for all, some or none of the nominees for director. You can also specify whether you approve, disapprove or abstain from the other proposal. If you do not mark any selections, your proxy card will be voted: . in favor of the election of the directors named in Proposal 1; and . in favor of Proposal 2. You have the right to revoke your proxy at any time before the meeting by: . notifying the Corporate Secretary; or . casting another vote either in person or by one of the other methods discussed above. - -------------------------------------------------------------------------------- Q.Can I vote my shares by telephone or by Internet? A: If you hold your shares in your own name, you may vote by telephone or by the Internet, by following the instructions included on your proxy card. If your shares are held in "street name," you will need to contact your broker or other nominee to find out whether you will be able to vote by telephone or by Internet. - -------------------------------------------------------------------------------- Q:Who will count the vote? A: Representatives of EquiServe Trust Company, N.A., and Exelon Corporation's Office of the Corporate Secretary will count the votes and serve as judges of election. 1 - -------------------------------------------------------------------------------- Q:What constitutes a quorum? A: As of the record date, March 1, 2001, 320,068,089 shares of Exelon Corporation's common stock were issued and outstanding. In order to conduct the annual meeting, more than one-half of the outstanding shares must be present or be represented by proxy. This is referred to as a "quorum." If you submit a properly executed proxy card or vote by telephone or by Internet, you will be considered part of the quorum. Proxies marked as abstaining on any proposal to be acted on by shareholders will be treated as present at the annual meeting for purposes of a quorum. Proxies marked as abstaining, however, will not be counted as votes cast on that proposal. Abstaining proxies include proxies containing broker non-votes.