Form 425

Filed by Exelon Corporation

Reg. No. 333-155278

Pursuant to Rule 425 under the

Securities Act of 1933, as amended

Subject Company: NRG Energy, Inc.

On December 15, 2008, Exelon began using the following presentation in discussions with investors:

Exelon + NRG: A Compelling
Opportunity for Value Creation
Investor Meetings
December 2008

Forward-Looking Statements
This presentation includes forward-looking statements. These forward-looking statements include,
for example, statements regarding benefits of the proposed merger, integration plans and
expected synergies.  There are a number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements made herein.   The factors that could
cause actual results to differ materially from these forward-looking statements include Exelon’s
ability to achieve the synergies contemplated by the proposed transaction, Exelon’s ability to
promptly and effectively integrate the businesses of NRG and Exelon, and the timing to
consummate the proposed transaction and obtain required regulatory approvals as well as those
discussed in (1) Exelon’s 2007 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c)
ITEM 8. Financial Statements and Supplementary Data: Note 19; (2) Exelon’s Third Quarter 2008
Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part
I, Financial Information, ITEM 1. Financial Statements: Note 12;
(3) Exelon’s preliminary
prospectus/offer to exchange that is contained in the Registration Statement on Form S-4 (Reg.
No. 333-155278) that Exelon has filed with the SEC in connection with the offer; and (4) other
factors discussed in Exelon’s filings with the SEC.  Readers are cautioned not to place undue
reliance on these forward-looking statements, which apply only as of the date of this filing.  Exelon
does not undertake any obligation to publicly release any revision to its forward-looking
statements to reflect events or circumstances after the date of this filing, except as required by
law.
Statements made in connection with the exchange offer are not subject to the safe harbor
protections provided to forward-looking statements under the Private Securities Litigation Reform
Act of 1995.
All information in this presentation concerning NRG, including its business, operations, and
financial results, was obtained from public sources.  While Exelon has no knowledge that any such
information is inaccurate or incomplete, Exelon has not had the opportunity to verify any of that
information.
2

Important Additional Information
This communication relates, in part, to the offer (the “Offer”) by Exelon Corporation (“Exelon”) through its direct wholly-owned
subsidiary, Exelon Xchange
Corporation (“Xchange”), to exchange each issued and outstanding share of common stock
(the “NRG
shares”) of NRG Energy, Inc. (“NRG”) for 0.485 of a share of Exelon common stock. This communication is for informational purposes
only and does not
constitute an offer to exchange, or a solicitation of an offer to exchange, NRG shares, nor is it a substitute for the
Tender Offer Statement on Schedule TO or the Prospectus/Offer to
Exchange included in the Registration Statement on Form S-4
(Reg. No.
333-155278) (including the Letter of Transmittal and related documents and as amended from time to time, the “Exchange
Offer Documents”) filed by Exelon and Xchange
with the Securities and Exchange Commission (the “SEC”) on November 12, 2008.
The Offer is made only through the Exchange Offer Documents. Investors and security holders are urged to read these documents
and other relevant materials as they become available, because they will contain important information.
Exelon and Xchange expect to file a proxy statement on Schedule 14A and other relevant documents  with the SEC in connection with
the solicitation of proxies (the “NRG Meeting Proxy Statement”) for the 2009 annual meeting of NRG stockholders (the “NRG
Meeting”). Exelon will also file a proxy statement on Schedule 14A and other relevant documents  with the SEC in connection with its
solicitation of proxies for a meeting of Exelon shareholders (the “Exelon Meeting”) to be called in order to approve the issuance of
shares of Exelon common stock pursuant to the Offer (the “Exelon Meeting Proxy Statement”). Investors and security holders are
urged to read the NRG Meeting Proxy Statement and the Exelon Meeting Proxy Statement and other relevant materials as they
become available, because they will contain important information.
Investors
and
security
holders
can
obtain
copies
of
the
materials
described
above
(and
all
other
related
documents
filed
with
the
SEC)
at
no
charge
on
the
SEC’s
website:
www.sec.gov.
Copies
can
also
be
obtained
at
no
charge
by
directing
a
request
for
such
materials
to
Innisfree
M&A
Incorporated,
501
Madison
Avenue,
20th
Floor,
New
York,
New
York
10022,
toll
free
at
1-877-750-9501.
Investors
and
security
holders
may
also
read
and
copy
any
reports,
statements
and
other
information
filed
by
Exelon,
Xchange
or
NRG
with
the
SEC,
at
the
SEC
public
reference
room
at
100
F
Street,
N.E.,
Washington,
D.C.
20549.
Please
call
the
SEC
at
1-800-SEC-
0330
or
visit
the
SEC’s
website
for
further
information
on
its
public
reference
room.
Exelon,
Xchange
and
the
individuals
to
be
nominated
by
Exelon
for
election
to
NRG’s
Board
of
Directors
will
be
participants
in
the
solicitation
of
proxies
from
NRG
stockholders
for
the
NRG
meeting
or
any
adjournment
or
postponement
thereof.
Exelon
and
Xchange
will
be
participants
in
the
solicitation
of
proxies
from
Exelon
shareholders
for
the
Exelon
Meeting
or
any
adjournment
or
postponement
thereof.
In
addition,
certain
directors
and
executive
officers
of
Exelon
and
Xchange
may
solicit
proxies
for
the
Exelon
Meeting
and
the
NRG
Meeting.
Information
about
Exelon
and
Exelon’s
directors
and
executive
officers
is
available
in
Exelon’s
proxy
statement,
dated
March
20,
2008,
filed
with
the
SEC
in
connection
with
Exelon’s
2008
annual
meeting
of
shareholders.
Information
about
Xchange
and
Xchange’s
directors
and
executive
officers
is
available
in
Schedule
II
to
the
Prospectus/Offer
to
Exchange. 
Information
about
any
other
participants
will
be
included
in
the
NRG
Meeting
Proxy
Statement
or
the
Exelon
Meeting
Proxy
Statement,
as
applicable.
3

4
Agenda for Today’s Discussion
4
•
Our Exchange Offer
•
Compelling Value for NRG Shareholders
•
Timeline
•
Why Tender Your Shares
Appendix
•
Overview of Exelon Corporation

The Exchange Offer
•
On
November
12
,
Exelon
launched
an
exchange
offer for
all of the outstanding shares of NRG
•
Filed Form S-4 with the SEC
•
Fixed exchange ratio of 0.485 Exelon share for each NRG common
share
•
Represents
a
37%
premium
to
the
October
17
NRG
closing
price
•
Initial exchange offer period expires January 6, 2009
5
th
th

Financing Is Not an Obstacle
•
Exelon believes it can secure committed financing for the
transaction at the appropriate time
•
We believe a negotiated combination can be structured in a
way to reduce refinancing requirements to $4B or less
•
We believe that the contemplated structure would not trigger the
change of control provision for NRG’s $4.7B of Senior Notes, and would
substantially improve credit metrics for those bondholders
•
Exelon’s relationships with many of NRG’s banks should facilitate
arrangements for new credit facilities once current conflicts are
eliminated
•
We believe that the NRG direct lien program for power
marketing could be left in place
6
Reflecting our confidence that we can obtain secure
committed financing at the appropriate time, our offer is not
subject to a financing condition

•
Full and generous price –
upfront premium of 37%
•
Tax-free opportunity to participate in the future growth
of the largest and most diversified US power company,
with a substantially improved credit profile and access
to liquidity
•
Requisite scope, scale and financial strength
•
Stronger credit metrics and investment grade balance sheet
•
Best-in-class nuclear and fossil operations
•
Low-cost generator, operating in the most attractive markets
•
Exelon 2020 principles will be adapted to the combined fleet
•
Potential for substantial synergies
•
Manageable regulatory hurdles to close
Compelling Value for NRG Shareholders
7

Without
Premium
0
1,000
3,000
2,000
With
Premium
Conservative
DCF Estimate
Replacement
Costs
NRG Stock Value
NRG Long-Term Value
975
1,350
2,050
3,000+
Price per Kilowatt Comparison for Texas Baseload Generation
Less than 45% of
replacement value
Even with premium, purchase
price is 66% of conservative
long-term DCF value
$/kW values are for 5,325 MW of Texas baseload which includes Parish coal, Limestone and STP; values implied by NRG stock price
are
determined
by
subtracting
value
of
other
NRG
assets
from
NRG
enterprise
value
based
on
October
17th
close.
Exelon Unlocks NRG Value
Price
($/kilowatt)
8

Combination Expected to Create
Substantial Synergies
Exelon
Operations & Maintenance:
$4,289
NRG
Maintenance & Other Opex:
$950
General & Admin Expenses:
$309
Other COGS:
$454
Pro Forma
Combined Non-fuel Expenses:
$6,002
Estimated Annual Cost Savings:
$180 -
$300
% of Combined Expenses:
3%-5%
Costs to Achieve
$100
NPV of Synergies:
$1,500-$3,000
9
($ in Millions)
Transaction
expected
to
create
$1.5
–
$3
billion
of
value
through
synergies
–
with
opportunity
for
more
Reflects no revenue or fuel cost synergies.  Excludes transaction and other costs of $654 million and excludes increased interest
expense related to refinancing of NRG debt.
1.  Company 10-K for 2007 and investor presentations.
2.  Based on a preliminary analysis of publicly available information.  Subject to due diligence investigation.
1
1
2

NRG Shareholders Capture Value
10
Value Creation
to NRG
Shareholders
($ billions)
Creates compelling value for NRG shareholders today and allows them to
share in growth of Exelon stock.
Value to NRG
shareholders
44% of market cap
$12.8 billion
= $46.50 per NRG share
> NRG’s 52-week high
Market
capitalization as
of 10/17/2008
$5.3 billion
$0.4
Value to NRG
Shareholders
$2.4 billion
$2.0
$5.1
Market cap as of
10/17/08
Premium to NRG
Value of synergies
Market cap as of
10/17/08
+ premium
+ synergies
Additional upside to
NRG shareholders
Market
capitalization as
of 10/17/2008
$5.3 billion
(1)
(2)
$7.7 billion
(3)
(4)
$12.8 billion
Excludes
transaction
and
other
costs
of
$654
million
and
excludes
increased
interest
expense
related
to
refinancing
of
NRG
debt.
1.
Assumes
275M
diluted
shares
outstanding.
2.
Assumes
an
offer
price
of
$26.43;
37%
premium
to
10/17/08
close
price;
275M
shares
outstanding.
3.
Value
of
synergies
to
NRG
shareholders
based
on
proportionate
ownership
of
combined
entity.
Synergies
estimate
based
on
mid
point
of
$1.5
billion
-
$3.0
billion.
4.
Additional
upside
defined
as
the
value
that
is
created
if
both
companies’
stocks
simultaneously
reach
their
respective
52-
week
high
prices
(EXC:
$92.13,
NRG:
$45.78).

Percent Contribution of Free Cash Flow
11
1. NRG’s 12/1/2008 “NRG’s Path to Shareholder Value”
presentation, slide 4.  Implied ownership based on a 0.485x
exchange ratio
2. PECO PPA assumes market prices as of 11/30/2008.  Assumes carbon at $10-20 per tonne.  Not necessarily
representative of either company’s internal forecast or indicative of results for any other year.
•
NRG states they contribute 30% of the free cash flow
while getting 17% ownership of the pro-forma company
based
on
offer
•
NRG’s position is only a 2008 calculation
•
Ignores PECO PPA roll-off in 2011 and Exelon carbon
uplift
•
Factoring in these two omitted pieces for 2008, NRG’s
free cash flow contribution of the pro-forma company
would be 15-17% for 2008
1
2

Pro Forma
Exelon
12
Combined company expected to
have requisite scope, scale and
financial strength to succeed in an
increasingly volatile energy market
Pro Forma Quick Stats
($s in millions)
Combined assets
1
$68,900
LTM EBITDA
2
$9,400
Market cap (as of 11/24/2008)
$39,800
Enterprise value
3
$60,500
Generating capacity
4
~51,000 MWs
Combination Will Result in Scope, Scale and
Financial Strength
Enterprise
Value
Market Cap
$0
$30
$50
$60
$40
$20
$70
$10
Southern
Dominion
Duke
FPL
First
Energy
Entergy
1.
Reflects
total
assets
(under
GAAP)
with
no
adjustments.
Based
upon
9/30/08
Form
10-Q.
2.
Reflects
Last
Twelve
Months
EBITDA
(Earnings
before
Income
Taxes,
Depreciation
and
Amortization)
as
of
9/30/08
with
no
adjustments.
3.
Calculation
of
Enterprise
Value
=
Market
Capitalization
(as
of
11/24/08)
+
Total
Debt
(as
of
9/30/08)
+
Preferred
Securities
(as
of
9/30/08)
+
Minority
Interest
(as
of
9/30/08)
–
Cash
&
Cash
Equivalents
(as
of
9/30/08).
Debt,
Preferred
Securities,
Minority
Interest
and
Cash
&
Cash
Equivalents
based
upon
9/30/08
Form
10-Q.
4.
Includes
owned
and
contracted
capacity
after
giving
effect
to
planned
divestitures
after
regulatory
approvals.

0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
EXC
D
PEG
PPL
EIX
NRG
MIR
DYN
RRI
10/17/2007
10/17/2008
13
Credit Ratings Are a Valuation Differentiator
Ba3/B+
na/B
B1/B+
B1/B+
Baa2/BBB-
Baa2/BBB
Baa2/BBB
Baa2/A-
Baa1/BBB+
Credit Rating
1-year
Forward
EV/EBITDA
Investment Grade
Non-Investment Grade
Source:
Bloomberg, FactSet
as of 10/17/2008; Credit ratings as of 10/17/2008
Investment grade
credit ratings
provide access to
capital markets for
growth capital and
minimize collateral
requirements
which maximizes
liquidity and
contributes to
superior
valuations in
difficult markets
Multiples of non-investment grade peers have fallen approximately
40%, whereas multiples of EXC and its investment grade peers have
fallen less than 15%
5.6
9.6
Non-Investment Grade
6.8
7.7
Investment Grade
2008
2007
Average Multiples (x)

6.0%
8.0%
8.80%
12.10%
Exelon Generation
NRG
4.0
6.0
8.0
10.0
12.0
10/18/2007
12/30/2007
3/12/2008
5/24/2008
8/5/2008
10/17/2008
NRG
Exelon
14
Stable, Predictable Cash Flow Is Awarded
Premium Valuation
Exelon’s strong,
diversified cash
flow streams have
provided for a
more stable
valuation during
periods of
depressed
commodity
valuations and/or
market turbulence
4.6x
7.5x
Source:
Per
NRG
December
1,
2008
investor
presentations,
Company
filings,
Bloomberg
1.
Yield
to
maturity
of
weighted
average
of
Exelon
Generation
outstanding
publicly
traded
debt
2.
Yield
to
maturity
of
weighted
average
of
NRG
outstanding
publicly
traded
debt
3.
Credit
ratings
as
of
10/17/08
Average EV / LTM EBITDA for last:
Current
1 month
6 months
1 year
NRG
4.6
5.8
8.2
8.3
Exelon
7.5
7.8
9.7
9.8
1
2
BBB+
B+
7/1/08
10/17/08
7/1/08
10/17/08
We expect the
market will likely
continue to
discount NRG’s
standalone growth
prospects.
Credit
Rating
Exelon Debt (YTM)
NRG Debt (YTM)
Enterprise Value / LTM EBITDA
Cost of Debt
Source:
FactSet
as
of
10/17/2008
3

Strong Balance Sheet and Credit Metrics
•
NRG shareholders and bondholders expected to benefit from an
investment grade balance sheet
•
Targeting strong credit metrics for the combined entity—
25 -
30%
FFO/debt
•
Pay down debt plan expected to include: NRG balance sheet cash,
asset sale proceeds, free cash flow
1.
Ratios exclude securitized debt.
2.
Senior unsecured credit rating and FFO/Debt as of 10/31/08. Reflects S&P updated guidelines, which include imputed debt
and interest related to purchase power agreements, unfunded pension and other postretirement benefits obligations, capital
adequacy for energy trading, operating lease obligations and other off-balance sheet data.
3.
From
Standard
&
Poor’s
8/28/08
CreditStats:
Independent
Power
Producers
&
Energy
Traders
–
U.S.
15
Exelon
NRG
Today
2011
Credit Rating:
BBB
FFO / Debt:
25-30%
Combined
Entity Targets
Credit Rating:
BBB-
FFO / Debt:
26%
Credit Rating:
B+
FFO / Debt:
18%
2
3
1

World Class Nuclear & Fossil Operations
16
NRG:
High performing nuclear plant
•
Top quartile capacity factor: 94.9%
•
Large, well-maintained, relatively young units
Fossil fleet
•
Half of >500 MW coal units are top quartile
capacity factor
•
90% of coal fleet lower-cost PRB and lignite
Combined Company:
•
Largest U.S. power company in terms of generating
capacity: ~51,000 MW fleet (18,000 MW nuclear)
•
Best-in-class nuclear and fossil operations
•
Second lowest carbon emitting intensity in the industry
•
Geographic and fuel diversification with an improved
dispatch profile
Exelon:
Premier U.S. nuclear fleet
•
Best fleet capacity factor: ~ 94%
•
Lowest fleet production costs: ~ $15 / MWh
•
Shortest fleet average refueling outage duration:
24 days
•
Strong reputation for performance and safety

17
Operating in Most Attractive Markets
•
Geographically complementary generation asset base 
•
Predominantly located in competitive markets
•
Strong presence in PJM (Mid-Atlantic and Midwest) and ERCOT
6,280
Contracted*
51,403
2,085
CAL ISO
13,027
ERCOT
By RTO
Combined
PJM
22,812
MISO
1,065
ISO NE
2,174
NYISO
3,960
SERC
2,405
WECC
45
Total
53,853
By Fuel Type
Combined
Nuclear
18,144
Coal
8,986
Gas/Oil
18,801
Other
1,642
Contracted
6,280
*Contracted in various RTOs, mainly in PJM and ERCOT
1. Excludes international assets.  Before any divestitures.
1
1
Exelon
NRG

<1%
<1%
Exelon
~150,000 GWh
Pro Forma
Exelon
~198,000 GWh
Nuclear
PRB & Lignite Coal
Other Coal
Gas/Oil
Hydro/Other
2009 Historical Forward Coal Prices
Combined Entity Will Continue to Benefit
from Low Cost, Low Volatility Fuel Sources
Powder River Basin and lignite coal supply (90%
of NRG’s coal) provides low-sulfur at a relatively
stable price as compared to northern and
central Appalachian coal mines.
0.00
1.00
2.00
3.00
4.00
5.00
6.00
Powder River Basin
Northern Appalachian
Central Appalachian
Production Costs
0
2
4
6
8
10
12
2000
2001
2002
2003
2004
2005
2006
2007
Nuclear
Gas
Coal
Petroleum
Combined fleet will continue to be
predominantly low-cost fuel.
1%
3%
6%
Other
Coal
1. Based on 2007 data, does not include ~38,000
GWh of Exelon Purchased Power.
Q1 2007
Q2 2007
Q3 2007
Q4 2007
Q1 2008
Q2 2008
Q3 2008
cents/Kwh
$/mmbtu
18
1
1

0
50
100
150
50
100
150
200
250
2006 Electricity Generated (GWh, in thousands)
NRG
TVA
AEP
Duke
FPL
Southern
Exelon + NRG
Entergy
Exelon
Dominion
Progress
FirstEnergy
Bubble size represents carbon
intensity, expressed in terms of metric
tons of CO2 per MWh generated
SOURCE: EIA and EPA data as compiled by NRDC
Exelon 2020 principles will be adapted to the combined fleet
CO2 Emissions of Largest US Electricity Generators
2006 CO2 Emissions
from Electricity
Generation
(in million metric tons)
Largest Fleet, 2
Lowest Carbon Intensity
Top Generators by CO2 Intensity
10
9
8
7
6
5
4
3
2
1
AEP
NRG
Southern
Duke
FirstEnergy
TVA
Progress
Dominion
FPL
Exelon + NRG
Entergy
Exelon
0.83
0.80
0.74
0.66
0.64
0.64
0.57
0.50
0.35
0.31
0.26
0.07
19
nd

Exelon 2020 and NRG
Offer more low carbon
electricity in the
marketplace
Reduce emissions from
coal/oil fired generation
Help our customers
and the communities
we serve reduce their
GHG emissions
Reduce or offset our
footprint by greening
our operations
Adapt Elements of
Exelon 2020 to NRG
Expand the 2020 Plan
•
Expand internal energy efficiency, SF6,
vehicle, and supply chain initiatives to NRG
portfolio
•
Offset a portion of NRG’s GHG emissions
•
Expand energy efficiency program offerings
•
Add capacity to existing nuclear units
through uprates
•
Add new renewable generation
•
Add new gas-fired capacity
•
Continue to explore new nuclear
•
Address older/higher emitting coal
and oil units
•
Invest in clean coal technology R&D
20
Taking the next step in Exelon’s
commitment to address climate change
Options to Evaluate:

Exelon Offers Lower Risk Growth Opportunities
21
I/B/E/S
’09-’11
EBITDA
I/B/E/S
’09-’11
EPS
Growth Drivers
“Cost to Achieve
Growth”
•
Nuclear uprates
•
Utility rate base growth
•
PA POLR roll-off
•
PJM capacity markets
•
Carbon upside
•
Regular-way business
operations expense
•
STP nuclear expansion
•
Other low carbon capital
expenditure programs
•
Heavy capital expenditure
investments
•
Dependence on new build
construction including
new nuclear
10.0%
16.8%
(0.1%)
1.7%
We believe
Exelon’s near-
term growth
drivers are more
predictable and
have dramatically
less capital at risk
than NRG’s
1.
Based
solely
on
I/B/E/S
estimates
for
Exelon
and
NRG
as
of
10/31/08.
Not
necessarily
representative
of
either
company’s
internal
forecasts.
Provided
for
illustration
only.
Not
intended
as
earnings
guidance
or
as
a
forecast
of
expected
results.
1
1

Clear Value under Multiple Scenarios
Value
Gas Prices
New Build Costs
Carbon Year/Price
Recession
$0
$6.50
$1,300
Moderate
2014/$22
$7.30
$1,100
Moderate
2020/$22
$7.10
$1,100
Severe
2014/$22
$7.30
$1,500
Moderate
2012/$12
$8.60
$1,500
Moderate
22
We look at fundamental value creation
under a wide range of future commodity
price scenarios and our analysis suggests
$1-3 billion of value, possibly more.
Gas price is long-term price in 2008 $/MMBtu; coal price is long-term price in 2008 $/ton for PRB8800 excluding transportation;
new build cost is long-term combined cycle cost in PJM in 2008 overnight $/kW; carbon year is year in which national cap and
trade starts; carbon price is in 2012 $/tonne assuming 7% escalation; moderate recession assumes conditions consistent with
current forward prices; and severe recession assumes five years of no load growth.
Coal Prices
$11.00
$20.00
$20.00
$20.00
$11.00

Principal Regulatory Approvals and Expected
Divestitures
•
Principal regulatory approvals:
•
Texas, New York, Pennsylvania, California state regulatory
commissions and various state siting commissions
•
Hart-Scott-Rodino (DOJ/FTC)
•
FERC
•
NRC
•
Notice filing in Illinois
•
Limited market power issues –
not expected to challenge
transaction closing
•
Divestitures anticipated only in PJM and ERCOT
•
~3,200 MWs of high heat rate gas and baseload coal plants
and
~1,200 MWs under contract
•
Model assumes $1 billion of proceeds from divestitures (after-tax)
1.
Plants
subject
to
divestiture
are
de
minimus
contributors
to
revenue
and
earnings.
Regulatory hurdles are manageable
23
1

24
Transaction Timeline
24
* Notice filing only
Q4 2008
Q1 2009
Q2 2009
Q3 2009
Q4 2009
1/6: Initial
Exchange Offer
Expires
Proxy Solicitation
Make Filings and Work to Secure Regulatory Approvals
(FERC, NRC, DOJ/FTC, PUCT, NYPSC, PAPUC, CPUC, ICC*)
Receive Regulatory
Approvals
Expected
Transaction Close
11/12:
Exchange Offer
Filed
10/19:
Announce Offer
NRG and Exelon
Shareholder
Meetings

25
Exelon More Than Meets the “Five
Imperatives”
Outlined by NRG on May 28, 2008
1.
2.
3.
4.
5.
NRG’s Stated Imperatives
MUST
accumulate generation at competitive cost
This transaction accomplishes in one step what several transactions
might have accomplished for NRG in these regards.  Given the
current difficulty in accessing capital markets, it is unclear whether
NRG would have the ability to meet this objective without Exelon.
Exelon provides NRG stakeholders with broad trading expertise and
sound power marketing and risk management practices.  Exelon’s
significant experience in markets with locational prices is
particularly relevant since ERCOT is moving to a PJM-type structure.
Exelon’s breadth of operations and depth of service allows
significant access to customers, retail providers, and other sales
channels.
NRG stakeholders become part of the most diversified and
competitive generation portfolio operating in 12 different states
and 6 different regional transmission organizations.
Deal expected to provide NRG stakeholders with significant value
and upside and a share of the largest unregulated generation fleet
in the United States.
MUST
be geographically diversified in multiple markets
MUST
develop and expand our route to market through
contracting with retail load providers, trading, direct sales, etc
MUST
have sophisticated ability to trade, procure, hedge, and
originate for electricity and input fuels
MUST
develop depth and breadth in key markets, particularly
across fuel types, transmission constraints and merit order
Exelon Combination More
than Meets These Imperatives

26
Why Tender Your NRG Shares?
26
•
Tendering
your
NRG
shares
prior
to
the
January
6
expiration will provide a strong signal of your support
for a negotiated deal
•
Exelon believes its proposal represents the best
immediate and long-term value for your investment,
providing:
•
Increased scale and generation efficiency
•
Enhanced ability to pursue capital-intensive projects
•
Stronger credit metrics with an investment grade balance sheet
gives access to greater liquidity
•
Greater stock trading liquidity and appreciation potential
•
Ability and intention to pay quarterly dividends on common
stock
th

Appendix
27

’07 Earnings:
$2,331M 
’07 EPS:
$3.45
Total Debt
(1)
:
$2.5B
Credit Rating
(2)
:
BBB
Nuclear, Fossil, Hydro & Renewable Generation
Power Marketing
‘07 Operating Earnings:
$2.9B
‘07 EPS:
$4.32
Assets
(1)
:                        
$45.2B
Total Debt
(1)
:
$13.0B
Credit Rating
(2)
:                                   BBB-
Note:
All
’07
income
numbers
represent
adjusted
(Non-GAAP)
Operating
Earnings
and
EPS.
Refer
to
attached
slides
for
reconciliation
of
adjusted
(non-
GAAP)
operating
EPS
to
GAAP
EPS.
1.
As
of
9/30/08.
2.
Standard
&
Poor’s
senior
unsecured
debt
ratings
for
Exelon
and
Generation
and
senior
secured
debt
ratings
for
ComEd
and
PECO
as
of
11/24/08.
Pennsylvania
Utility
Illinois
Utility
’07 Earnings:
$200M
$507M
’07 EPS:
$0.30
$0.75
Total Debt
(1)
:
$5.1B
$3.5B
Credit Ratings
(2)
:
BBB+
A-
The Exelon Companies
28
Exelon Corporation
Exelon Generation
ComEd
PECO

$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
2001
2002
2003
2004
2005
2006
2007
2008E
2009E
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
Cash flow from operations
Annual cash dividend / share
1.Cash
Flows
from
Operations
primarily
include
net
cash
flows
provided
by
operating
activities,
excluding
counterparty
collateral
activity,
and
including
net
cash
flows
used
in
investing
activities
other
than
capital
expenditures.
Cash
Flows
from
Operations
160
in
2005
reflect
discretionary
aggregate
pension
contributions
of
$2
billion.
Stable Cash Flows and
Commitment to Value Return
Exelon produces strong and consistent cash flows and continues to honor
its commitment to return value to shareholders
•
Strong and consistent
cash flows from
operations
(1)
•
Over 12% compound
annual dividend
growth rate since 2001
Sustainable Value
29

•
Large, low-cost, low-emissions,
exceptionally well-run nuclear fleet
•
Complementary and flexible fossil and
hydro fleet
•
Improving power market fundamentals
(commodity prices, heat rates, and capacity
values)
•
End of below-market contract in
Pennsylvania beginning 2011
•
Potential carbon restrictions
Value Proposition
•
Continue to focus on operating excellence,
cost management, and market discipline
•
Execute on power and fuel hedging programs
•
Support competitive markets
•
Pursue nuclear & hydro plant relicensing and
strategic investment in material condition
•
Maintain industry-leading talent
Protect Value
•
Pursue
potential
for
nuclear
plant
uprates
and
investigate potential for more
•
Rigorously evaluate generation development
opportunities, including new nuclear and
combined cycle gas turbine
•
Capture increased value of low-carbon
generation portfolio
Grow Value
30
Exelon Generation
Exelon Generation is the premier unregulated generation company –
positioned to capture market opportunities and manage risk

1
Quartile
2
Quartile
3
Quartile
4
Quartile
2006-2007 Average Production Cost for
Major
Nuclear
Operators
Average
Among major nuclear plant fleet operators, Exelon is consistently
the lowest-cost producer of electricity in the nation
Lowest Cost Nuclear Fleet Operator
1.
Source:
2007
Electric
Utility
Cost
Group
(EUCG)
survey.
Includes
Fuel
Cost
plus
Direct
O&M
divided
by
net
generation.
31
(1)
st
nd
rd
th

65
70
75
80
85
90
95
100
Operator (# of Reactors)
Range
5-Year Average
Note: Exelon data prior to 2000 represent ComEd-only nuclear fleet.
Sources:
Platt’s,
Nuclear
News,
Nuclear
Energy
Institute
and
Energy
Information
Administration
(Department
of
Energy).
Sustained production excellence
World-Class Nuclear Operator
Average Capacity Factor
Range
of
Fleet
2-Yr
Avg
Capacity
Factor
(2003-2007)
EXC 93.5%
40%
50%
60%
70%
80%
90%
100%
Exelon
Industry
32

(18)
-
-
-
(18)
Nuclear Decommissioning obligation reduction
(11)
-
-
-
(11)
Sale of ExGen’s investments in TEG and TEP
72
-
-
-
72
Georgia Power tolling agreement
(130)
-
-
-
(130)
Termination of Stateline PPA
(5)
-
-
-
(5)
Settlement of a tax matter at Generation related to Sithe
$(115)
(63)
-
-
(87)
-
$35
Other
$2,923
(29)
14
280
(87)
101
$2,736
Exelon
$507
-
-
-
-
-
$507
PECO
$200
-
14
24
-
(3)
$165
ComEd
ExGen
(in millions)
-
City of Chicago settlement
256
2007 Illinois electric rate settlement
$2,331
2007 Adjusted (non-GAAP) Operating Earnings / (Loss)
34
Non-cash deferred tax items
-
Investments in synthetic fuel-producing facilities
104
Mark-to-market adjustments from economic hedging
activities
$2,029
2007 GAAP Reported Earnings
Note: Amounts may not add due to rounding.
GAAP Earnings Reconciliation
Year Ended December 31, 2007
33

1.
Amounts shown per Exelon share and represent contributions to Exelon's EPS.
(0.01)
-
-
-
(0.01)
Settlement of a tax matter at Generation related to Sithe
(0.04)
(0.08)
-
-
0.04
Non-cash deferred tax items
(0.14)
(0.14)
-
-
-
Investments in synthetic fuel-producing facilities
0.41
-
-
0.03
0.38
2007 Illinois electric rate settlement
(0.19)
-
-
-
(0.19)
Termination of State Line PPA
0.11
-
-
-
0.11
Georgia Power tolling agreement
Exelon
Other
(1)
PECO
(1)
ComEd
(1)
ExGen
(1)
$4.32
$(0.18)
$0.75
$0.30
$3.45
2007 Adjusted (non-GAAP) Operating Earnings (Loss) Per Share
(0.01)
-
-
-
(0.01)
Sale of Generation's investments in TEG and TEP
0.02
-
-
0.02
-
City of Chicago settlement
(0.03)
-
-
-
(0.03)
Nuclear decommissioning obligation reduction
0.15
-
-
-
0.15
Mark-to-market adjustments from economic hedging activities
$4.05
$0.04
$0.75
$0.25
$3.01
2007 GAAP Earnings Per Share
GAAP EPS Reconciliation
Year Ended December 31, 2007
34