Exelon Details the Value Creation Opportunities in an Exelon-NRG Combination

Business Wire, Oct 29, 2008

Exelon points to financial strength and growth potential for shareholders of both companies

CHICAGO -- Exelon Corporation (NYSE:EXC) today filed with the Securities and Exchange Commission and posted to its Web site a presentation for investors with additional details on the value that would be created by its offer to acquire all of the outstanding common stock of NRG Energy, Inc. (NYSE:NRG) in an all-stock transaction.

"The combination creates clear and compelling value for both Exelon and NRG shareholders," said Chris Crane, president and COO, Exelon. "It provides earnings and cash accretion, an exceptional growth platform, operations in the most attractive markets, and a strong balance sheet."

In its presentation, Exelon shared the following benefits:

* Based on analyst consensus estimates, the deal will be accretive in the first full year following closing.

* The transaction provides potential value creation through synergies of $1.5 to $3 billion, reflecting an annual reduction in operating expenses of the combined company of 3%-5%.

* The combined company brings together NRG's high-quality fossil fleet with Exelon's world-class nuclear fleet, which will have requisite scope, scale and financial strength to succeed in an increasingly volatile energy market.

* The combined company will continue to rely on low-cost and less volatile fuel sources, including uranium, as well as Powder River Basin and lignite coals, which account for roughly 90% of the generation of the combined companies.

* Geographically complementary assets will give the combined company nationwide reach and access to attractive markets in the U.S.

* The combination provides a clear path for improving the combined company's credit metrics and balance sheet strength over the next three years.

* NRG shareholders will participate in the value to be created through the immediate premium, synergies to be created, and the upside potential in the combined company's stock.

* Regulatory hurdles can be reasonably addressed without sacrificing the substantial value that makes the transactional powerful.

An Exelon-NRG combination also provides Exelon with an opportunity to take the next step in advancing the company's commitment to address climate change. In July, the company launched Exelon 2020: A Low-Carbon Roadmap, a comprehensive plan to reduce, offset or displace 15 million metric tons of greenhouse gas emissions per year by 2020. Exelon not only will continue with this commitment, but also will apply its industry leadership to NRG's fleet, particularly its coal plants.

"This is the right deal at the right time, for both companies and both sets of shareholders, based on compelling strategic, operational, and financial value drivers," said John W. Rowe, chairman and CEO, Exelon. "We will continue to move diligently but expeditiously toward completing the proposed transaction."

The presentation can be accessed at www.exeloncorp.com/investor.> Exelon Corporation is one of the nation's largest electric utilities with nearly $19 billion in annual revenues. The company has one of the industry's largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and Pennsylvania and natural gas to 480,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.

Safe Harbor Statement

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release relates to a transaction with NRG proposed by Exelon, which may become the subject of a registration statement filed with the Securities and Exchange Commission (the "SEC"). This material is not a substitute for the prospectus/proxy statement Exelon Corporation intends to file with the SEC regarding the proposed transaction or for any other document, which Exelon may file with the SEC and send to Exelon or NRG stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF EXELON AND NRG ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of any documents filed with the SEC by Exelon through the web site maintained by the SEC at www.sec.gov. Free copies of any such documents can also be obtained by directing a request to the Exelon Investor Relations Department, Exelon Corporation, 10 South Dearborn, Chicago, Illinois 60603.

Exelon and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Exelon's directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on February 7, 2008, and its proxy statement for its 2008 Annual Meeting of Shareholders, which was filed with the SEC on March 20, 2008. Other information regarding the participants in a proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in a proxy statement filed in connection with the proposed transaction.