UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant x

Check the appropriate box:

¨ Preliminary Proxy Statement.

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

¨ Definitive Proxy Statement.

x Definitive Additional Materials.

¨ Soliciting Material Pursuant to §240.14a-12.

NRG ENERGY, INC.

(Name of Registrant as Specified in its Charter)

EXELON CORPORATION

(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)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the 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 the 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:

On July 2, 2009, Exelon Corporation used the following presentation in meetings with RiskMetrics Group and PROXY Governance, Inc.:

Exelon’s Offer Is About Value –

Today and Tomorrow

Are EXC and NRG Together, or Is NRG Stand Alone, Better Built to

Add

Value in a Complex and Carbon-Constrained World?

RiskMetrics

Group

PROXY Governance, Inc.

July 2, 2009

Important Information

2

This presentation 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 0.545 of a share of Exelon common stock. This presentation 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”) previously filed by Exelon and Xchange with the Securities and Exchange

Commission (the “SEC”). 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 filed a proxy statement on Schedule 14A with the SEC on June 17, 2009 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 19, 2009, filed with the SEC in connection with Exelon’s 2009 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 is included in the NRG Meeting Proxy Statement or the

Exelon Meeting Proxy Statement, as applicable.

Forward-Looking Statements

This presentation includes forward-looking statements.  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) the Exchange Offer Documents; (2) Exelon’s

2008 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 18; (3) Exelon’s first quarter 2009 Quarterly Report on

Form 10-Q filed on April 23, 2009 in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b)

Part I, Financial Information, ITEM 1. Financial Statements: Note 13 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 communication.  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 communication, 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.

3

3

Background

4

4

•

On October 19, 2008 Exelon announced its proposal to acquire NRG

and create the largest, most diverse generation company in the U.S.

–

100% stock consideration, fixed exchange ratio of 0.485 shares of EXC

for

every

share

of

NRG

representing

an

initial

premium

of

37%

•

The EXC/NRG combination would be the premier power company in a

complex, dynamic industry

–

Largest

U.S.

power

company

(~48,000

MW

)

with

market

cap

of

~$40

billion   and investment grade balance sheet

–

Significant presence in five major competitive markets (Illinois,

Pennsylvania, Texas, California and the Northeast) rather than two or

three

–

Second lowest carbon emitting intensity in the industry

•

Exelon has increased its offer 12%

to 0.545, representing a 44%

4

premium today

4

We are seeking your support to elect nine new, independent NRG directors

who will not

constitute a majority of the NRG Board and who will act in the

best interest of NRG shareholders

1.

Premium of 37% based on EXC and NRG closing stock prices on October 17, 2008.

2.

Includes owned and contracted capacity after giving effect to planned asset divestitures.

3.

Exelon and NRG market capitalization as of 6/26/09.

4.

44% premium assumes that Exelon and NRG stand-alone stock prices are halfway between the implied stock price based on comparable

company indices and the current stock price as of 6/26/09.

2

1

3

For NRG Shareholders, a Combination Means:

5

Scope, scale and strength to build on Exelon’s

proven capacity to…

•

Execute strategic objectives from a solid financial

foundation, with ready access to low-cost capital

•

Realize significant value creation through

operational and financial synergies

•

Diversify across power markets, fuel types and

regulatory jurisdictions

•

Respond to universally recognized need for

industry consolidation

•

Be a significant voice in industry, policy and

regulatory discussions

1.

Exelon: Sustainable Advantage

2.

Exelon-NRG: A Clear Strategic Fit

3.

Value for NRG Shareholders

4.

Achievable Plan to Execute Deal

5.

Action Sought

Discussion Points:

6

Multi-Regional Diverse Company

7

Note: Owned megawatts based on Generation’s ownership at

December 31, 2008, using annual mean ratings for nuclear units

(excluding Salem) and summer ratings for Salem and the fossil and

hydro units.

Midwest Capacity

Owned:

11,388 MW

Contracted:

3,230 MW

Total:

14,618 MW

ERCOT/South Capacity

Owned:

2,222 MW

Contracted:

2,917 MW

Total:

5,139 MW

New England Capacity

Owned:

182 MW

Total Capacity

Owned:

24,809 MW

Contracted:

6,483 MW

Total:

31,292 MW

Electricity Customers:

1.6M

Gas Customers: 

0.5M

Electricity Customers:  3.8M

Generating Plants             

Nuclear

Hydro

Coal/Oil/Gas Base-load

Intermediate

Peaker

Mid-Atlantic Capacity

Owned:

11,017 MW

Contracted:

336 MW

Total:

11,353 MW

1.

EXC market capitalization as of 6/26/09.

2.

Shareholder return from Exelon inception (10/20/00) through 6/26/09. Total return after reinvesting all dividends back into the

security at the closing price on the day following the relevant ex-dividend date.  Includes stock price appreciation with dividend

reinvestment.  Excludes taxes and fees.

Exelon’s Sustainable Advantage

8

Largest

market

capitalization

in

the

sector

at

$33B

and

an

investment

grade balance sheet

•

Investment

grade

balance

sheet

that

enables

consistent

access

to

capital

at

lower cost

Experienced management team with track record of creating and

returning shareholder value

•

Exelon

formed

through

combination

of

ComEd

and

PECO

in

2000

–

total

shareholder return has reached 124% since that time compared to 45% for the

Philadelphia

Utility

Index,

and

a

negative

23%

for

the

S&P

500

2

Largest merchant generator in the U.S. based on power produced

•

Management team and culture well-experienced and well-suited for today’s

complex and competitive markets

•

19 nuclear

reactors –

largest nuclear operator in U.S., third largest in the world

•

Industry-leading management model that consistently drives highest capacity

factors

(94%)

and

lowest

generating

cost

of

any

nuclear

fleet

in

the

U.S.

•

A plan to build 1,300-1,500 MW of new nuclear through uprates

Largest carbon upside in the industry

•

In addition to positive leverage to any upside from gas, coal and capacity

prices

1

Exelon Is Built to Last and Consistently

Creates Value

Operational Prowess

9

Solid Balance Sheet

Consistent Dividends

$10.00

$12.00

$14.00

$16.00

$18.00

$20.00

2003

2004

2005

2006

2007

2008

Exelon

Industry

Nuclear Annual Avg. Production

Cost ($/MWh)

$1.26

$1.60

$1.60

$1.76

$2.03

$0

$0.50

$1.00

$1.50

$2.00

2004

2005

2006

2007

2008

2009E

$2.50

$2.10

•

Investment

Grade

Rating

(BBB/A3/BBB+)

•

Broad Access To The Deepest Capital Markets:     

-

$4.3 trillion High Grade Bond market

-

$1.2 trillion Commercial Paper market

•

Lower Cost of Capital:     

-

Offers $250 M in aggregate interest savings over the

next five years relative to non-investment grade debt

pricing

•

Financial and Operational Flexibility:     

-

Ability to negotiate hedging transactions with better

margining terms or avoid incremental credit charges

1.

Exelon Generation Senior Unsecured credit ratings.

2.

Based on internal analysis.  Changes in market conditions could impact results. 

65%

70%

75%

80%

85%

90%

95%

100%

Operator (# of Reactors)

Range

5-Year Average

1

2

Exelon’s Long-Term Value Drivers Generate Post-

Transaction Value for All Shareholders 

Carbon

Nuclear

Uprates

PA

Procurement

Cost

Reductions

Long-term fundamentals create value beyond what is currently

reflected in Exelon’s stock price

-

$1.1

billion

and

growing

annual

upside

to

Exelon

EBITDA

from

Waxman-Markey

legislation

-

1,300 MW -

1,500 MW in Exelon nuclear uprates

by 2017 increases

the value of the existing fleet

-

$2,200-2,500/kW overnight cost for uprates

vs. $4,000-4,500/kW

for new build and additional ~$110/kW in annual savings from

lower incremental operating costs from uprates

-

$100-102/MWh   result in June PECO power procurement suggests

robust pricing and higher margins at Exelon Generation in 2011 and

beyond

-

$350 million in announced O&M reductions for 2010, more than half

of which is sustainable

10

1.

Assumes $15/tonne carbon pricing.

2.

Reflects retail price including line losses and gross receipts tax.

1

2

11

•

Incremental 1,300 –

1,500 MWs

of Exelon uprates

over 2009-2017 exceeds NRG’s expected ownership of

STP 3&4

•

Exelon has substantial experience managing 1,100 MWs

of uprate

projects over the past 10 years

•

Less Risk:  less risk of cost overruns and delays; uprates

can also be phased in based on market conditions which

adds value

•

Lower Cost:  Uprates

do not materially increase the O&M of existing plants, saving ~$110/kW in annual costs vs. a

new nuclear plant

Exelon’s Nuclear Uprate

Plan Delivers More MWs

Than NRG New Build -

With Less Risk At Half The Cost

1,170 MW

(44% Equity

Ownership)

Average Overnight Cost

Estimate of U.S.

New Build: $4,000-4,500/kW

Year Uprates

Become Operational

0

200

400

600

800

1000

1200

1400

1600

1999-

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2009-

2017

MWs

1,100 MWs

1,300 –

1,500  MW

Average Overnight Cost

Estimate: $2,200 -

2,500/kW

Exelon’s Uprate

Plan

NRG’s New Nuclear Plan

at

Max

Equity

Position

1. Exelon expects that NRG’s planned equity selldown

would further reduce NRG's net equity interest to

approximately 35%, or   936 MW, and possibly even less

“We are impressed with Exelon's optimistic plans to add up to 1,500 MW from nuclear uprates

over the next eight

years…The returns on these investments should be very attractive, as the company does not anticipate a higher run-

rate of O&M expenses (i.e., O&M/MWh

should decrease).”

-

Angie Storozynski, Macquarie Securities, June 12, 2009

1

1.

Exelon: Sustainable Advantage

2.

Exelon-NRG: A Clear Strategic Fit

3.

Value for NRG Shareholders

4.

Achievable Plan to Execute Deal

5.

Action Sought

Discussion Points:

12

Combination Will Result in Scope, Scale and

Financial Strength

13

Pro Forma

Exelon

Pro Forma Quick Stats

($s in millions)

Combined assets

1

$73,000

LTM EBITDA

2

$10,000

Market cap (as of 6/26/2009)

$40,000

Enterprise value

3

$58,000

Generating capacity

4

~48,000 MWs

Enterprise Value

Market Cap

$0

Exelon

FPL

Duke

Dominion

First

Energy

Entergy

$10

$20

$30

$40

$50

$60

$58 BILLION

NRG

Southern

1.

Reflects total assets (under GAAP) with no adjustments. Based upon 3/31/09 10-Q.

2.

Reflects Last Twelve Months EBITDA (Earnings before Interest, Income Taxes, Depreciation and Amortization) as of 3/31/09 with no adjustments.  

3.

Calculation of Enterprise Value = Market Capitalization (as of 6/26/09) + Total Debt (as of 3/31/09) + Preferred Securities (as of 3/31/09) + Minority Interest

(as of 3/31/09) – Cash & Cash Equivalents (as of 3/31/09).  Debt, Preferred Securities, Minority Interest and Cash & Cash Equivalents based upon  3/31/09 

Form 10-Q. 

4.

Includes owned and contracted capacity after giving effect to planned divestitures.

14

•

Geographically complementary generation asset base 

•

Predominantly located in competitive markets

•

Strong presence in PJM (Mid-Atlantic and Midwest) and ERCOT

By RTO

Combined

PJM

22,830

ERCOT

13,232

MISO

1,065

ISO NE

2,202

NYISO

3,960

CAL ISO

2,085

Contracted

6,483

51,857

SERC

2,295

WECC

45

Total

54,297

By Fuel Type

Combined

Nuclear

18,158

Coal

9,001

Gas/Oil

18,818

Other

1,837

Contracted

6,483

1.     Excludes international assets.  Before any divestitures.

2.     Contracted in various RTOs, mainly in PJM and ERCOT.

Exelon

NRG

Combination Will Operate in Most Attractive

Markets

1

1

2

0

2

4

6

8

10

12

14

16

18

2003

2004

2005

2006

2007

2008

<1%

<1%

Exelon

~150,000 GWh

Pro Forma

Exelon

~221,000

GWh

Historical

Forward Coal Prices

Combined Entity Will Continue to Benefit

from Low Cost 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

Northern Appalachian

Production Costs

Combined fleet will continue to be

predominantly low-cost fuel.

6%

Other

Coal

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

$/mmbtu

15

Powder

River

Basin

Central Appalachian

Hydro/Other

Gas/Oil

Other Coal

PRB & Lignite Coal

Nuclear

3%

<1%

Q4 2008

Q1 2009

Nuclear

Coal

Gas

Petroleum

6%

Coal

93%

Nuclear

67%

Nuclear

23%

PRB &

Lignite Coal

2

1

1

1.

Based

on

2008

data,

does

not

include

~26,000

GWh

of

Exelon

Purchased

Power.

2.

Historically, Ligntite Coal prices have had similar volatility as Powder River Basin Coal.

Largest Fleet, 2

nd

Lowest Carbon Intensity

Source: Ventyx

Velocity Suite Database

CO2 Emissions of 15 Largest U.S. Electricity Generators

Bubble size represents carbon intensity,

expressed in terms of metric tons of CO2

per MWh generated

Note: Does not consider effects of

proposed or unplanned divestitures.

0

50

100

150

50

100

150

200

2008 Gross Generation (TWh)

Exelon

Exelon + NRG

AEP

Southern

Duke

TVA

FPL

Entergy

Dominion

Berkshire

Hathaway

Calpine

NRG

First

Energy

Xcel

Ameren

Progress

250

Top 15 Generators by CO2 Intensity

15

Berkshire Hathaway

0.84

14

Ameren Corp

0.81

13

NRG Energy

0.78

12

AEP

0.77

11

Xcel Energy

0.74

10

Southern

0.69

9

Duke Energy

0.63

8

Progress Energy

0.61

7

TVA

0.60

6

FirstEnergy

0.55

5

Dominion

0.49

4

Calpine

0.39

3

FPL Group

0.33

Exelon + NRG

0.31

2

Entergy

0.27

1

Exelon

0.06

1.

Exelon 2020 is Exelon’s comprehensive plan to reduce, displace or offset 15 million metric tons of greenhouse gas emissions each

year by 2020.

Exelon 2020

1

principles will be adapted to the combined fleet

16

Carbon Legislation is Gaining Momentum and

Will Benefit the Combined Company

•

Waxman-Markey legislation provides allocations to merchant coal units only if they actually run in any given year –

with this allocation mechanism, merchant coal plants will dispatch more than is economically efficient and fewer

merchant coal plants will retire

•

If merchant coal allocations are granted in a manner that does not change dispatch and retirement incentives,

Exelon’s EBITDA would increase by about $1.5 billion and NRG’s EBITDA would increase by about $150M in Year 1

•

While Exelon has supported merchant coal allocations as part of an overall industry compromise, if no allocations

are granted, Exelon’s EBITDA would increase by $1.5 billion and NRG’s EBITDA will decrease by $150M in Year 1

Note: Dollar values reflect illustrative results based on potential outcomes of climate legislation and should not be interpreted as a forecast for future periods.       

The carbon benefit to be realized by Exelon’s nuclear fleet will significantly

exceed the carbon costs faced by NRG’s coal-dominated generation fleet

$1,100

Exelon

NRG

($M)

Year 1 EBITDA Impact of $15/tonne Carbon With

Waxman-Markey Merchant Coal Allocations

There is no case

where carbon

legislation is

better for NRG

than for Exelon

17

$0

On

June

26

th

,

the

U.S.

House passed the

Waxman-Markey Bill

by a vote of 219-212

1.

Exelon: Sustainable Advantage

2.

Exelon-NRG: A Clear Strategic Fit

3.

Value for NRG Shareholders

4.

Achievable Plan to Execute Deal

5.

Action Sought

Discussion Points:

18

an

Offer Represents Significant Value to NRG

Shareholders

•

Our original offer provided a 37% premium to NRG's stock price on

10/17/08

•

When compared

to

all

$1B+

stock

deals

since

12/2003,

that

was

almost

double

the 1-day average of 19%

•

NRG has responded with obstruction

•

Refusing to negotiate with Exelon management; excluding us from their

“market

discovery”

process,

that

has

produced

no

alternatives

•

Refusing to allow limited two-week due diligence process

•

Intervening with obstructionist tactics in regulatory proceedings

•

Pursuing

a

frivolous

and

expensive

lawsuit

•

Falsely claiming that the election of Exelon’s nine nominees could trigger

the “poison puts”

in their debt

•

Our

new

offer

to

NRG

shareholders

is

even

better

now…

implied

premium of 44%

•

Higher exchange ratio = 0.545

•

Greater growth opportunities than NRG stand-alone, at lower risk and

relative cost

•

~$3.1B transaction value

•

Now is the time for a new, independent and open-minded NRG board to

come to the table

19

1.

NRG’s lawsuit against Exelon in U.S. District Court, Southern District of New York, was dismissed on June 22, 2009.

1

20

The Value of the Offer to NRG Shareholders

Has Increased

THEN

NOW

Exchange Ratio

Est. NPV of Synergies

0.485

0.545

(12.4% increase)

$1.5 –

$3.0 B

$3.6 –

$4.0 B

Exelon’s best and final offer

20

1.

Implied ownership as of 2012 assuming the conversion of $1.1 billion of mandatory convertibles.  Immediate ownership percentage upon deal close is 18.6%.

2.

Includes estimated transaction costs of $654M (pre-tax).

3.

Includes estimated transaction costs of $550M (pre-tax).

Transaction Value to NRG

$2.3 B

$3.1 B

Implied Ownership

16.8%

18.2%

2

1

3

•

Exelon’s offer has increased NRG’s stock price and decreased Exelon’s stock price

relative to each company’s peer indices

•

Assuming that each company’s stand-alone stock price is halfway between the

comparable company index and current stock price, the premium offered is still 44%

21

21

Current

Stock Price

($50.70)

2

Halfway

Between Index

and Current

($54.03)

Based on

Competitive

Integrated

Index ($57.35)

3

Current Stock

Price ($23.80)

2

16%

24%

31%

Halfway Between

Index and Current

($20.50)

35%

44%

52%

Based on IPP

Index ($17.21)

4

61%

71%

82%

Exelon

Stand-Alone

Stock

Price

NRG

Stand-Alone

Stock Price

Indicative Premium

1

The world has

changed for

IPPs

–

lower

gas prices, a

weak economy

and likely

carbon

legislation will

translate into

lower IPP

valuations

Best Indicators Suggest Current Exelon Offer

Represents an Implied Premium of 44%

1.

Premium based on 10/17/08 stock prices (last observable stand-alone stock value) is 54% at current offer.

2.

Closing stock prices as of 6/26/09.

3.

EXC implied stock price based on the Competitive Integrateds (AYE, ETR, FPL, PPL, PEG, CEG, EIX, FE) performance from 10/17/08 to 6/26/09.

4.

NRG implied stock price based on the IPP Index (MIR, CPN, DYN, RRI) performance from 10/17/08 to 6/26/09.

Based on These Indicators, Transaction Provides NRG

Shareholders Immediate Value of $3.1 Billion

Share of

Synergies

$0.6B

Plus: EXC Upside

-

Carbon

-

Uprates

-

PECO PPA roll-

off

1.

Based upon implied premium of 44% from previous slide and assumes 277 million NRG fully-diluted shares outstanding.

2.

Share of synergies reflects 18.2% NRG share of synergies (based upon midpoint of $3.6-$4.0B synergies), less NRG share of $550 million pre-tax total estimated

transaction costs.

Implied

Transaction

Value to NRG

Shareholders

of $3.1B

Implied

Premium to

NRG

Shareholders

of $2.5 B

22

Even at June 26 

closing prices, NRG

shareholders will

realize immediate

transaction value of

$1.7 billion

If Exelon’s offer

is withdrawn,

NRG

shareholders

face downside

risk in their share

price

1

2

th

Then

•

Assumed a traditional “integrate”

model

•

Reflected preliminary “top-down”

internal estimate 

without assistance from 3    parties

•

Notable assumptions included:

–

40% reduction in NRG’s A&G expense

–

10% reduction in NRG’s O&M expense

Now

•

Assumes an “absorb-integrate-transform”

model

•

Reflects  “bottom-up”

functional estimate with

assistance from Booz & Company

•

Assesses discrete operating areas, updates

assumptions and defines desired outcomes

•

Reflects enhanced view of NRG’s operating profile

(plant benchmarking)

•

Recognizes impact of Reliant Retail business to NRG

(A&G)

23

Upon Detailed Investigation, Exelon Has

Identified Greater Synergies

Exelon will realize these synergies, just as we have in the past

1.

Based on analysis of publicly available

information.

2.

Primarily reflects severance, systems

integration, retention and relocation costs.

Est. Annual Cost Savings:

$180

-

$300

M

% of Combined Expenses:

~3%-5%

Costs

to

Achieve  :

~$100

M

NPV of Est. Synergies: $1,500

-

$3,000 M

Est. Annual Cost Savings:

$410

-

$475

M

% of Combined Expenses:

~6%-7%

Costs

to

Achieve

2

:

~$200

M

NPV of Est. Synergies: $3,600

-

$4,000 M

rd

1

2

1

Synergies

reflect

a

30%

reduction

in

NRG’s

O&M

expense,

which

is

consistent

with

prior

power

sector

transactions

and

reflects

Exelon’s

track

record

and

commitment

to

delivering

strong results –

additional synergies possible

24

Category

Amount ($M)

Commentary

Key Sources of Synergies

Corporate / IT

$225 -

$245

•

Includes

enhanced

corporate

synergies

from

initial

case

based

on

detailed

assessment and prior transaction experience, minimizing duplicative corporate

support

Fossil

$75 -

$85

•

Based on ~350 employee reduction from Exelon/NRG fleet optimization due to

implementation of Exelon’s management model

Trading

$65 -

$75

•

Absorption of NRG trade book into existing Exelon Power Team operations

•

EXC Power Team is an experienced, multi-state power marketer, enabling

smooth integration and significant labor synergies

Development

$20 -

$30

•

Significant

reduction

in

redundant

staffing,

without

sacrificing

continuing

growth

and development opportunities

Nuclear

$10 -

$20

•

Integration of STP 1 & 2 into the largest nuclear fleet in the industry (not

assumed until 2011, contingent upon agreement with co-owners)

Retail

$15 -

$20

•

Reflects assumed NRG synergies (since Reliant acquisition was not incorporated

into our initial analysis)

Total

$410 -

$475

25

243

170

117

Cost Savings

Estimate ($M)

$ 100

117%

Actual Post Merger

Integration Savings ($M)

% Realized of

Estimate

106%

$ 160

$ 180

135%

•

Targeted headcount reduction of ~1,200;

actual ~1,600

•

Disciplined integration planning process

•

Effective use of pre-close period for

integration planning purposes to accelerate

synergy capture

•

Reduction in overall staffing levels through

centralization/leverage of scale

•

Elimination of duplicate corporate and

administrative positions

•

Common company-wide management

processes

Year

2001

2002

2003

$67

$210

$200

2004

$410

2003

$230

$163

Cumulative Cost Savings

Estimate ($M)

Actual Results (Pre Tax -

$M)

(O&M + Capital = Total)

% Realized of

Estimate

100%

129%

$163 + $67 = $230

$339 + $188 = $527

O&M

Capital

Exelon has the experience and management commitment to deliver on its

synergy targets

Exelon Has a Proven Track Record of 

Delivering Targeted Synergies

•

Improved capacity factor from 77% in 2004 to

96% in 2006

•

Reduced average refueling days from 80 in

2004 to 26 in 2006

50

60

70

80

90

100

1998

2000

2002

2004

2006

2008

PECO

Unicom

PSEG

Exelon

AmerGen

PSEG with NOSC

NRG Touts Numerous “Growth”

Opportunities,

But A Closer Look Reveals Minimal Value

New Nuclear

(NINA)

•

NRG significantly underestimates both costs and risks

•

Any value estimate is speculative at this point

Reliant

•

Purchase appears accretive, but NRG’s EBITDA projections are

extremely aggressive and suggested EBITDA multiple is unrealistic

•

Net value of ~ $1/share

Padoma Wind

•

150 MW net ownership (0.7% of NRG existing capacity) of new

wind in Texas scheduled to come on-line by the end of 2009

•

Potential

net

value

in

the

$0.00-0.10/share

range

eSolar

•

184 MW net ownership (0.8% of NRG existing capacity) of new

solar in Southwest scheduled to come on-line in 2011/2012

•

Potential

net

value

in

the

$0.00-0.25/share

range

GenConn Energy

•

200 MW net ownership (0.9% of NRG existing capacity) of new

peaking in Connecticut scheduled to come on-line in 2010/2011

•

Estimated

net

value

of

~$0.10/share

NRG’s only real growth opportunity is the gas and heat rate upside in its existing 23,000

MW

domestic

fleet

–

Exelon

has

similar

upside

plus

enormous

carbon

upside

as

well

26

1

1

1

1.  Upper end of range is based on optimistic net value estimate assuming a 10% profit margin on capital invested.

1.

Exelon: Sustainable Advantage

2.

Exelon-NRG: A Clear Strategic Fit

3.

Value for NRG Shareholders

4.

Achievable Plan to Execute Deal

5.

Action Sought

Discussion Points:

27

1

2

3

Investment grade metrics

•

We have modeled varying combinations of debt refinancing, asset divestitures, equity

or

equity-linked

issuance

and

accelerated

debt

paydown

to

maintain

our

investment

grade

credit

ratings

–

with

a

view

to

long-term

shareholder

value

•

Our optimal financing plan includes:

-

Divesting assets of ~$1.6 billion

-

Issuing

~$1.1

billion

of

mandatory

convertible

equity

or

common

equity

-

Deploying

cash

on

hand

of

~$1.7

billion

-

Financing

$4.2

billion

in

the

debt

capital

markets

•

The plan is

executable

and provides

•

We

have

incorporated

a

“cost”

of

issuing

equity

or

equity-linked

securities

into our

model as we believe EXC’s

long-term value is greater than its current stock price

•

The strategic benefits, long-term value and synergies created by the combination

are

more

valuable

than

the

“cost”

of

an

equity

or

equity-linked

issuance

28

28

Exelon Has a Financing Plan That Is Executable, Provides

Investment Grade Metrics and Creates Long-Term Value

“I think Exelon has the

capability to refinance

and close the

exchange offer”

-

Jonathan Baliff, NRG

Executive Vice

President, Strategy

4

1.  Based on relative economics of the two securities and market conditions.

2.  Estimated excess cash balance at NRG reflects Exelon internal projections as of FYE 2009.

3.  Either at or about the time of the transaction or thereafter.

4.  Former investment banker at Credit Suisse testifying under oath in Federal Court on June 1, 2009.  NRG Energy. Inc. v. Exelon Corp., et al.,

     No. 09 Civ. 2448 (S.D.N.Y.).

2

We Have A Plan To Meet Our Financing Needs

–

The Plan is Flexible and Executable

•

Exelon has many options to

address its financing needs

•

Capital markets

•

Bank financing

•

TopCo

structure

•

Asset sales / Equity issuance

•

Bond waivers

•

Excess NRG cash

•

Capital markets remain strong

•

Over $200 billion in bank

commitments (over $1 billion) in

the last twelve months

7

•

Over $88 billion in investment

grade bond issues (over $1 billion)

year to date

7

•

$130 billion in U.S. equity

issuances year to date, of which

over $19 billion is convertible

equity

0

7

•

We can finance the transaction at

an ~8% interest rate given current

market conditions

29

Note:  Estimated balances based on internal estimates, reported data in NRG’s Form 10-Q as of 3/31/09 and

10-K dated 12/31/08.

1.

Synthetic LOCs

require drawn bridge loan.

2.

Credit Suisse has the option to keep the security outstanding and make fair value adjustments.

3.

Includes estimated fees, net of taxes and other non-recourse obligations.

4.

Assumes divestiture of various assets including Big Cajun and other Louisiana Plants.

5.

Excludes CS Notes and preferred interest.

6.

Either at or about the time of the transaction or thereafter.

7.

UBS market data. 

Summary Financing Needs ($ M)

Principal

Bank Debt (Includes TLB and Synthetic LOCs)

1

$3,114

Senior Notes due '14, '16, and '17 (in aggregate)

4,700

8.500% Senior Notes due 2019

700

3.625% Preferred Stock

250

Other

3

908

Potential Financing Needs

$9,672

Preliminary Financing Plan

Estimated Excess NRG Cash and Equivalents (as of FYE '09)

$1,700

Equity / Mandatory Convert Issuance

1,100

Asset Sales

4

1,600

Assumption of 2019 Bonds

700

Assumption of Select Non-Recourse Obligations

5

379

Debt Capital Markets Financing

6

4,193

Total Sources

$9,672

Q2 2009

Q3 2009

Q4 2009

Receive Regulatory

Approvals

10/19:

Announce

Offer

Annual NRG and

Exelon Special 

Shareholder

Meetings

11/12:

Exchange

Offer Filed

Make Filings and Work to Secure Regulatory Approvals

(NRC, DOJ/FTC, PUCT, NYPSC, PAPUC, CPUC)

Shareholder Proposal and Proxy Solicitation

8/21:

Exchange

Offer Expires

2/25:

Over

51% of NRG

Shares

Tendered

Regulatory approvals are manageable and we expect the

transaction to close in 2009

5/21: FERC

Approval

Expected

Transaction Close

Exelon is Committed to the Combination

Q4  2008

Q1  2009

30

Discussing regulatory

concerns of an

NRG/Exelon tie-up,

Crane said he did not

expect the bidder to

have any regulatory

problems.–

David

Crane Interview with

Peter Semler

of

Mergermarket, March

10, 2009

1

31

Jurisdiction

Status

FERC

Acquisition approved on May 21, 2009

Hart-Scott-Rodino

Statutory waiting period expired April 30, 2009

NRC

Application under review without further information

requests

Texas

Commission

ruled

application

is

sufficient

-

hearing

to

be held on

October 15, 2009

New York

To be decided without evidentiary hearing

Pennsylvania

Hearings scheduled for July 15-17, 2009

California

CPUC accepted application; will be decided without

evidentiary hearing

Regulatory Approvals Are Advancing As

Expected

Completed

In Process

1.        As of June 26, 2009

Note:  It is also worth noting that NRG’s lawsuit against Exelon in U.S. District Court, Southern District of New York, was dismissed on

June 22, 2009 and will not be an obstacle to closing.

1.

Exelon: Sustainable Advantage

2.

Exelon-NRG: A Clear Strategic Fit

3.

Value for NRG Shareholders

4.

Achievable Plan to Execute Deal

5.

Action Sought

Discussion Points:

32

•

Elect

each

of

the

four

independent

candidates

nominated

to

run

in

opposition to the incumbent directors up for re-election

•

Expand

the

size

of

the

NRG

board

to

19

directors

•

Elect

each

of

the

five

independent

candidates

to

serve

on

the

expanded board

NRG Shareholders can secure the best transaction possible by taking the following actions:

This approach will allow NRG shareholders to share in the significant value to be

generated from creating the largest, most diversified

power company in the U.S.

33

This will not

result

in Exelon’s slate

constituting a

majority of the

NRG Board

•

NRG’s Board has been entrenched in its steadfast opposition to a transaction

with Exelon by:

-

Supporting an entrenched CEO and Senior Management who have sought to

obstruct Exelon’s attempts to obtain regulatory approvals for the

transaction

-

Consistently ignoring the spoken will of a majority of NRG’s shareholders

and refusing to negotiate with Exelon or allow due diligence

•

We are committed to this transaction but will continue our efforts only as long

as we have shareholder support.  The election of only four new directors would

raise a significant question about the level of that support

Voting For Only Four Directors Will Reduce the Likelihood of a Value-Enhancing Transaction

It’s Time to Capture This Value

34

Exelon’s Slate of Experienced

Independent Nominees

Nominees have extensive business and management experience and

experience serving on boards of public companies.  Slate comprised of

a broad range of financial, legal and industry expertise

Four independent, highly qualified candidates to replace directors of

NRG whose terms expire at the 2009 Annual Meeting

•Betsy S. Atkins, Ralph E. Faison, Coleman Peterson and Thomas C.

Wajnert

Five independent, highly qualified candidates to fill the newly created

seats upon an approved board expansion

•John M. Albertine, Marjorie L. Bowen, Donald DeFosset

Jr., Richard

Koppes

and Ralph G. Wellington

Exelon’s

proposed

slate

of

directors

is

highly

qualified

and

independent

and

will

not

constitute

a

majority

of

the

Board

35

This Transaction Is Unique

•

Substantial

synergies

-

fairly

shared

•

Compelling value

•

Catalyst for consolidation

The time is now…the parties are NRG and Exelon…

the price is fair

Appendix

36

NRG Will Benefit from Exelon’s Carbon Upside

37

Assumptions:

•

$10/tonne carbon

•

50% of requirement in

free allowances from

government

•

80% recovery through

power prices

•

Yields $4/MWh

increase in wholesale

power prices

($10*.5*80%)

“Among the principal

beneficiaries of the

Waxman bill, therefore,

will be utilities with a

large proportion of

unregulated nuclear

generation, such as

Exelon, Entergy and

Constellation…. Most

adversely affected

will be RRI Energy (RRI).

Allegheny Energy (AYE),

NRG Energy (NRG), PNM

Resources (PNM),

Westar Energy (WR),

Ameren (AEE), Great

Plains Energy (GXP),

Mirant (MIR) and Dynegy

(DYN).”

–

Hugh Wynne,

“Bernstein Commodities

and Power: What Are the

Consequences of the

Waxman-

Markey Climate

Change Bill for the Power

Sector?”

(June 29, 2009)

Based on the table to the

left, EXC EBITDA

estimated to increase

8% (~$600M) in 2012

while NRG loses

2% ($62

M) by 2012 . 

The negative impact to

NRG becomes even more

pronounced as allowance

grants are phased out,

while Exelon’s benefits

continue to grow.

Exelon has the liquidity, market access and financial flexibility to manage risk

and pursue sizeable growth initiatives when appropriate

Exelon’s Balance Sheet Can Weather

Volatile Commodity Markets

•

Lower interest rates and lower cost of capital

•

Lower cost of equity capital

•

Ability

to

source

capital

from

multiple

markets

(e.g.

commercial

paper)

reduces

risk

of

liquidity crunch

•

Investment grade market more likely to be accessible during challenging business cycles

•

Banks in this environment more willing to lend to large, diversified, highly-rated

companies

–

Over 20 banks committed to Exelon’s facilities providing over $7B in aggregate

commitments

Broad

Access to

Capital

38

Lower

Cost of

Capital

•

Lower margin and collateral needs

•

Ability to bid competitively on PPAs and long-term deals since counterparties prefer

investment grade companies

•

Reduced working capital requirements, no prepayments on long-term contracts

Financial

and

Business

Flexibility

Risks Inherent In A Non-investment Grade

Balance Sheet

Though currently re-opened, the non-investment grade market has closed on several occasions in recent

memory, while the high-grade market has been consistently accessible regardless of economic cycles

Erratic access to such a critical source of funding would have significant liquidity

implications for non-investment grade issuers like NRG

39

High Yield

Market

High Grade

Market

4%

5%

6%

7%

8%

9%

10%

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

$160,000

Source: SDC, J.P. Morgan

JULI Yield (%)

Monthly new issuance volume ($mm)

6%

7%

8%

9%

10%

11%

12%

13%

14%

15%

16%

17%

18%

19%

20%

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

0

5,000

10,000

15,000

20,000

25,000

30,000

$35,000

JPMorgan Global HY Index Yield to Worst

Monthly new issuance volume ($mm)

40

•

Exelon Generation’s full requirements power purchase agreement with PECO

Energy expires on December 31, 2010

•

Recent PJM prices for full requirements products:

Procurement

Date

Delivery Period

$/MWh

PSE&G

(NJ BGS)

February 2009

June 1, 2009 -

May 31, 2012

$103.72 Residential and Small

C&I¹

PPL 

April 2009

January 1, 2010 -

December 31, 2010

$86.74 Residential

$87.59 Small C&I

Allegheny

June 2009

Residential:  17-month and 29-month

contracts, both beginning January 1,

2011

Non-residential: 17-month contracts

beginning January 1, 2011

$71.64 Residential

$75.40 Non-residential 

PECO

June 2009

17-month and 29-month contracts

beginning January 1, 2011

$100-102 Residential

(approximate)

Pennsylvania Procurement Provides Strong

Evidence of the Value of Exelon’s Mid-Atlantic Fleet

2

2

2

2

3

1.

Wholesale level pricing (excludes adjustments for taxes and transmission and distribution losses); includes cost of Network Transmission

Service (NTS).

2.

Retail level pricing but excluding NTS.  Retail price includes cost of Gross Receipts Tax and adjustment for transmission and distribution

(T&D) losses.  Retail prices based on distribution company press releases. 

3.

Estimated retail price (i.e., inclusive of Gross Receipts Tax and adjustment for T&D losses but not NTS) converted from ExGen’s winning

offers using Residential Retail Generation Rate Conversion Model at PECO Procurement website

(http://www.pecoprocurement.com/index.cfm?s=supplierInformation&p=rates). 

41

RPM Capacity Auctions in PJM

The results of the recent RPM capacity auction are not anticipated to reflect a new

“norm”

due to an anticipated market response to low clearing prices and rule changes

for demand response bidding

•

The RTO clearing price for 2012/2013 was $16.46 MW-day.  The clearing price

for MAAC and Eastern MAAC resources was $133.37 MW-day and $139.73

MW-day respectively. 

-

Exelon offered 12,200 MWs

of

capacity in the RTO region; 1,500 MWs

in the MAAC

region; and 9,600 MWs

of

capacity in Eastern MAAC region

•

A market response to the low clearing prices in the RTO region is anticipated

-

Modified resource bidding behavior

-

Retirement of costly and less efficient generation

-

Cancellation of new generation projects

-

Less Cleared Demand Response (DR)

•

The RPM capacity auction prices for 2012/2013 are the result of increased

generation supply and demand response resources, decreased load PJM wide,

and locational

reliability requirements

•

The 2012/2013 capacity auction was the first time in which Interruptible Load

Resources (ILR) were required to offer into RPM as a capacity resource

-

The

PJM

tariff

was

interpreted

to

require

existing

ILR

Resources

to

bid

at

$0

•

On June 8, 2009, PJM and its stakeholders began considering changes that

would eliminate offer caps on DR

-

Tariff changes could result in future auctions that better reflect the true market

value of capacity (i.e. the value to end use customers who sell firm power rights)

ERCOT Wind:

18 GW of Transmission Approved, Can Sell RECs

Nationally Under Federal RES, and Price Depression

Will Be Absorbed By Texas Alone

Upper Midwest Wind:

Dependent on Not-Yet-Approved Multi-State

Transmission Buildout

and Price Depression

Will be Spread Over A Broad Area

Mid-Atlantic Wind:

Limited Wind Resources, So Will

Purchase RECs

From Other Areas

42

Federal RES will result in incremental wind build in Texas to support REC

purchases

in

other

markets

–

depressing power prices in ERCOT

42

Federal RES Will Reduce Prices More in ERCOT

than in Midwest or Mid-Atlantic

43

Historical projected and actual costs of

nuclear construction ($/kW)

1974/75

$1,156

$4,410

1976/77

$1,493

$4,008

$560

$1,170

1966/67

% Over Original Estimate

+381%

+269%

+209%

•

No

success with planned equity selldown

•

Insufficient

DOE

loan

guarantee

funds

to

support

all

identified projects

•

Even with DOE loan guarantee of $4.6B and $3B in

loan guarantees from Japan (which we see as

aggressive), there is a financing gap of $2.5B -

$5B

that NRG has not secured

•

No

disclosed details on risk mitigation plan for Toshiba’s first

U.S. nuclear construction project

•

No

signed

PPAs

because

current

market

fundamentals

do

not support pricing needed to cover construction costs

Significant Risks Make It Impossible To Ascribe Value At

This Early Stage

Nuclear

new

build

estimates—

Overnight

$/kW

FPL

$3,170-$4,630/kW

Progress (Levy County)

$4,345/kW

Brattle Group

$4,038/kW

Exelon (Victoria County)

$4,148/kW

U.S. Consensus

$4,000-4,500/kW

NRG

$3,200/kW

vs.

Sources:

NEI

Whitepaper

“The

Cost

of

New

Generating

Capacity

in

Perspective”

February

2009,

Brattle

Group

IRP

for

Connecticut -

January 2008

, NRG 6/4/09 Presentation at Macquarie Global Infrastructure Conference

1.

Amounts shown

in

2008$,

assuming

2%

inflation

over

2007$

for

FPL

and

Progress.

Exelon

estimate

includes

initial

fuel load cost.

2.

NRG Investor Presentation, June 17, 2009

Overnight Cost Growth (1966-1977)

Est:

+167%

Actual:

+243% 

NRG Underestimates the Risks of Being a First Mover

STP 3&4 Is Subject To Project Execution And Cost

Escalation Risks That NRG Shareholders Cannot Ignore

•

U.S. Supply chain and labor force must be re-established

•

Japanese modular construction practices have not been

applied in the U.S.

•

NRG has not announced completion of construction

contract

•

U.S. labor productivity vs. Japanese is unknown

•

Construction proximity to an operating nuclear plant poses

significant risk to construction execution, schedule, and cost

•

Owner’s costs and site development risks are material,

despite the brownfield

site

2

1

Scale and Complexity of Nuclear New Build

Introduces a Unique Set of Challenges for NRG

44

New nuclear build is a high risk proposition for NRG and represents a substantial

portion of the company’s market cap

•

Even with financing support by the U.S. and Japanese governments, NRG is

placing a significant portion of the company’s market cap at risk

•

Exelon’s size and investment grade balance sheet significantly lessens the impact

of this mega-project on the company’s operating and financial risk profile

Total

nuclear

new

build

equity

financing

as

a

percentage

of

market

capitalization

NRG

EXC/NRG

-

+25%

+50%

+75%

+100%

+125%

+150%

$8.9 billion

$11.2 billion

$13.4 billion

$15.7 billion

$17.9 billion

$20.1 billion

$22.4 billion

12%

16%

19%

22%

25%

28%

31%

2%

2%

3%

3%

4%

4%

5%

0%

5%

10%

15%

20%

25%

30%

35%

40%

$ 4,142

/ kW

$ 5,178

/ kW

$ 6,213

/ kW

$ 7,249

/ kW

$ 8,284

/ kW

$ 9,320

/ kW

$ 10,355

/ kW

2

1

1.

New build equity financing percentages are presented for various levels of total nominal project costs per kW, assuming 80% debt funding and 

market capitalization as of 6/26/09. The equity financing percentages reflect NINA ownership of STP units 3 and 4 at 40%, and NRG ownership of 

NINA at 88%. 

2.

Estimate of the total nominal project cost per kW based on the midpoint of the NRG price range for the nominal EPC and owners’ cost from 

NRG’s 6/4/09 presentation at Macquarie Global Infrastructure Conference, plus estimated interest during construction, initial fuel load costs, 

guaranteed loan fees and debt service reserve. 

45

NRG Is Overvaluing Reliant Retail’s Financial

Impact

Valuation Considerations

Even when assuming a $250 million run rate EBITDA for Reliant Retail, the

financial impact to NRG is less than $1.00 per share

•

Exelon fully supports the retail business model, and the Reliant

acquisition appears value-accretive

•

However,

the

suggestion

that

over

$1

billion

in

equity

value

(or

~$4.50

per

share)

has

been

created

is

an overstatement

•

Valuation of 4-6x EBITDA is not achievable

–

NRG paid 1.9x to 2.6x

EBITDA in an auction

–

Public markets have not imputed attractive

multiples

to retail businesses in the past

•

No allocation of debt

in NRG’s valuation either in the

form of collateral or increased working capital

•

NRG seems to ignore the higher level of risk

for retail;

implies higher cost of capital

Potential Price Per Share Impact ($ M)

•

$250 million run rate EBITDA appears aggressive

–

Gross margins

($670 M) assume steady mass market

and Commercial & Industrial margins which have been

volatile

–

Aggressive pricing from large competitors

(e.g.,

Centrica, FPL, CEG) will

likely compress margins

–

Requires strong execution

across

key disciplines (e.g.,

risk management, customer service)

Earnings Considerations

Low

High

NRG

Management

(as

of

3/2/09):

1

Purchase Price

$388

$388

(a)

Original EBITDA Estimate

$200

$150

(b)

Implied EV / EBITDA

1.9x

2.6x

Revised

NRG

Estimates

(as

of

5/27/09):

2

(c)

Revised Run-rate EBITDA

$250

$250

(d)

Change

/

Implied

Synergies

(c

-

a)

$50

$100

(e)

NRG Purchase Multiple Range (line b)

1.9x

-

2.6x

1.9x

-

2.6x

Implied Value Created (d * e)

$95

$130

$190

$260

Est.

Price

Per

Share

Impact

3

$0.34

$0.47

$0.69

$0.94

1.

NRG Investor presentation - March 2, 2009.

2.

NRG Investor presentation - May 27, 2009.

3.

Assumes 277 million NRG fully-diluted shares outstanding.

46

0

100

200

300

400

500

600

700

$800

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Exelon Estimate –

Incremental

CapEx

(High Case)

Exelon

Estimate

–

Incremental

CapEx

(Low Case)

NRG Form 10-K Disclosure

$1.3-$2.3

billion

of

incremental

environmental

compliance

costs

could

limit

NRG’s

ability

to

fund

its

future

“growth”

–

particularly

in

light

of

its

leveraged

balance sheet and non-investment grade ratings

Total

NRG Estimate

$1.15B

Incremental

Cap Ex

$1.3

–

$2.3B

Total

$2.45

–

$3.45B

46

•

Under the new administration, we anticipate there will be more stringent environmental rules and

regulations,

including

NOX

and

SO2

and

particulate

reductions

under

a

revised

Clean

Air

Interstate

Rule

(CAIR), an aggressive EPA/DOJ New Source Review enforcement initiative

•

These regulations

may

result

in

significant

compliance

costs

for

NRG’s

coal-fired

generation

assets

•

These regulations will have minimal impact on Exelon’s compliance costs given our nuclear portfolio

1.

In its 3/31/09 Form 10-Q, NRG states that it has prepared an environmental capital expenditure plan for numerous pending

regulations but does not disclose the amount of the planned expenditures.

2.

Forecasted amounts shown above are included in transaction analysis.

Environmental Capital Expenditures

Could Severely Limit NRG’s Future Growth

1

2

•

NRG claims

that its hedge program insulates it from the current commodity

down-cycle…

looking

closer:

•

NRG has sold about 2/3 of its baseload

energy forward for 2011, but at much lower prices

than for 2009 sales

•

As

NRG’s

above-market

hedges

roll

off,

we

estimate

that

NRG’s

baseload

energy

revenues

could decline by ~$700 million based on current market prices between 2009 and 2011

At Current Forward Prices, ~$700 Million in

NRG Revenue Deterioration From 2009-2011

Between 2009

and 2011,

Exelon

Generation’s

estimated

gross margin

grows by

~$500

million,

largely due to

the PECO PPA

roll-off

47

0

1

2

3

4

2009

2010

2011

$B

NRG Baseload

Energy Revenues

5% Sold in Short-

Term Market

95% Sold Forward at

an Average Price of

$61/MWh

79% Sold Forward at

an Average Price of

$58/MWh

$700

Million

Decline

33% Remaining Sales at an

Average Price ~$53/MWh

Assuming 5/29/09 Market

67% Sold Forward at

an Average Price of

$52/MWh

1

2

1.

Based on 2/28/09 market conditions, per Exelon Hedging Disclosures (April 2009).

2.

Percentages sold and average prices in blue as disclosed in NRG’s 2008 Form 10-K.  2010-2011 average prices in green are based on

Exelon internal analysis.  Average price represents weighted average of TX, NY and  PJM  baseload  energy  sales using market

conditions as of 5/29/09.

21% Remaining Sales at an

Average Price ~$46/MWh

Assuming 5/29/09 Market

Premium Paid Analysis

All stock transactions with equity values greater than $1.0 billion, announced since

12/5/2003, U.S. targets (excluding withdrawn deals and spin-offs)

Source:

SDC, Bloomberg, FactSet

Note:

Excludes Wells Fargo's acquisition of Wachovia, Bank of America's acquisition of Merrill Lynch, JP Morgan's acquisition of Bear

Stearns and Bank of America's acquisition of Countrywide.

48

Date

Date

Equity Value

Premium Prior to Announcement (%)

Announced

Effective

Target

Acquiror

($mm)

1 Day

1 Week

4 Weeks

04/01/09

Metavante Technologies Inc

Fidelity Natl Info Svcs Inc

2,982

23.1

23.5

27.5

03/03/09

Magellan Midstream Hldg LP

Magellan Midstream Partners LP

1,148

22.1

23.5

29.8

01/15/09

Terra Industries Inc

CF Industries Holdings Inc

3,397

102.9

107.5

109.8

10/19/08

NRG Energy Inc

Exelon Corp

6,261

36.7

38.0

31.1

06/23/08

12/05/08

Allied Waste Industries Inc

Republic Services Inc

6,098

0.9

3.5

5.0

04/24/08

09/29/08

Wendy's International Inc

Triarc Cos Inc

2,346

11.1

16.0

23.2

04/14/08

10/29/08

Northwest Airlines Corp

Delta Air Lines Inc

2,918

14.1

14.9

20.2

05/04/07

10/01/07

Greater Bay Bancorp,Palo Alto

Wells Fargo,San Francisco,CA

1,657

7.5

13.8

16.3

05/01/07

09/04/07

MAF Bancorp,Clarendon Hills,IL

Natl City Corp,Cleveland,Ohio

1,973

39.5

39.9

38.1

03/18/07

08/30/07

InfraSource Services Inc

Quanta Services Inc

1,253

17.4

18.1

16.0

02/05/07

08/20/07

Hanover Compressor Co

Universal Compression Holdings

2,077

2.4

1.7

4.1

02/05/07

07/02/07

Investors Financial Svcs Corp

State Street Corp

4,505

38.5

38.5

42.4

02/02/07

03/07/07

Weyerhaeuser Co

Weyerhaeuser Shareholders/Domtar

2,939

0.0

0.0

0.0

12/04/06

04/02/07

Agere Systems Inc

LSI Logic Corp

3,795

28.2

30.4

26.5

12/03/06

07/02/07

Mellon Financial,Pittsburgh,PA

Bank of New York Co Inc,NY

16,371

(6.1)

(6.2)

(5.3)

10/17/06

07/12/07

CBOT Holdings Inc

Chicago Mercantile Exchange

11,025

55.3

59.8

59.4

08/31/06

11/04/06

Glamis Gold Ltd

Goldcorp Inc

6,829

32.4

32.4

35.4

07/10/06

12/01/06

Harbor Florida Bancshares Inc

Natl City Corp,Cleveland,Ohio

1,110

21.6

21.6

21.6

07/06/06

02/21/07

Peoples Energy Corp

WPS Resources Corp

1,588

15.0

13.6

11.6

06/12/06

11/15/06

Pacific Energy Partners LP

Plains All American Pipeline

1,395

10.6

12.2

14.3

05/25/06

11/04/06

AmSouth Bancorp,Alabama

Regions Finl Corp

10,035

(2.0)

(0.0)

0.3

05/08/06

11/09/06

Fisher Scientific Intl Inc

Thermo Electron Corp

10,280

7.0

8.2

7.4

01/24/06

05/05/06

Pixar Inc

Walt Disney Co

7,555

2.5

4.5

4.9

12/20/05

05/22/06

Maxtor Corp

Seagate Technology Inc

1,879

59.8

58.2

62.3

09/12/05

03/01/06

WFS Financial Inc

Wachovia Corp,Charlotte,NC

3,035

13.8

12.6

15.3

09/12/05

03/01/06

Westcorp,Irvine,CA

Wachovia Corp,Charlotte,NC

3,419

4.7

3.8

6.3

05/09/05

04/03/06

Cinergy Corp

Duke Energy Corp

8,655

13.4

13.9

12.6

Premium Paid Analysis

All stock transactions with equity values greater than $1.0 billion, announced since

12/5/2003, U.S. targets (excluding withdrawn deals and spin-offs)

Source:

SDC, Bloomberg, FactSet

Note:

Excludes Wells Fargo's acquisition of Wachovia, Bank of America's acquisition of Merrill Lynch, JP Morgan's acquisition of Bear

Stearns and Bank of America's acquisition of Countrywide.

Exelon’s offer at

10/17/08 represented a:

•

1 day premium of 37%

•

Premium to 1-week

average exchange ratio

of 38%

•

Premium to 4-week

average exchange ratio

of 31%

49

Date

Date

Equity Value

Premium Prior to Announcement (%)

Announced

Effective

Target

Acquiror

($mm)

1 Day

1 Week

4 Weeks

05/04/05

08/08/05

SpectraSite Inc

American Tower Corp

3,153

9.5

9.6

9.1

04/18/05

12/03/05

Macromedia Inc

Adobe Systems Inc

3,588

25.1

26.0

33.4

03/21/05

07/19/05

Ask Jeeves Inc

IAC/InterActiveCorp

1,952

16.5

16.3

21.5

03/09/05

07/01/05

Great Lakes Chemical Corp

Crompton Corp

1,552

10.1

10.4

11.0

03/03/05

05/16/05

Siliconix Inc

Vishay Intertechnology Inc

1,003

16.2

18.6

14.7

01/31/05

11/18/05

AT&T Corp

SBC Communications Inc

14,732

(6.6)

(0.7)

3.3

01/28/05

10/01/05

Gillette Co

Procter & Gamble Co

54,907

17.6

20.6

21.7

01/10/05

03/21/05

Fox Entertainment Group Inc

News Corp

34,466

9.8

12.9

14.1

12/16/04

07/02/05

Veritas Software Corp

Symantec Corp

13,520

9.5

28.6

47.0

08/12/04

03/11/05

Varco International Inc

National-Oilwell Inc

2,551

9.2

9.6

13.4

08/02/04

01/01/05

First National Bankshares FL

Fifth Third Bancorp,OH

1,253

40.5

43.4

45.2

06/21/04

11/01/04

SouthTrust Corp,Birmingham,AL

Wachovia Corp,Charlotte,NC

14,157

20.2

21.5

24.1

04/07/04

06/25/04

Westport Resources Corp

Kerr-McGee Corp

2,600

10.7

10.2

9.6

03/29/04

08/13/04

Tularik Inc

Amgen Inc

1,796

47.1

48.5

45.7

03/17/04

08/02/04

Apogent Technologies Inc

Fisher Scientific Intl Inc

2,691

5.5

6.4

7.5

02/26/04

12/21/04

ILEX Oncology Inc

Genzyme Corp

1,051

25.0

22.6

19.9

02/17/04

07/01/04

Provident Financial Group Inc

Natl City Corp,Cleveland,Ohio

2,094

15.3

15.6

15.7

02/16/04

10/01/04

GreenPoint Financial Corp,NY

North Fork Bancorp,Melville,NY

6,203

14.1

15.1

19.3

02/06/04

04/16/04

NetScreen Technologies Inc

Juniper Networks Inc

4,175

59.0

59.5

43.8

01/23/04

07/01/04

Union Planters Corp,Memphis,TN

Regions Financial Corp

5,857

(2.5)

(3.5)

(3.1)

01/14/04

07/01/04

Bank One Corp,Chicago,IL

JPMorgan Chase & Co

58,847

15.1

14.3

8.2

12/15/03

09/30/04

Gulfterra Energy Partners LP

Enterprise Products Partners

2,551

2.2

4.1

3.4

Mean

7,372

19.2

20.7

21.7

Median

3,035

14.1

15.1

16.0

High

58,847

102.9

107.5

109.8

Low

1,003

(6.6)

(6.2)

(5.3)