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Shareholder Support for Exelon-NRG Combination Grows: Latest Extension Yields More Than 51% of Shares

Business Wire, Feb 26, 2009

Exchange Offer Extended to June 26, 2009 Given Focus on NRG Board Elections

CHICAGO -- Exelon Corporation (NYSE:EXC) announced that as of 5:00 p.m. New York City time on February 25, 2009, NRG shareholders had tendered 125,403,103 shares of common stock of NRG Energy, Inc. (NYSE:NRG) in Exelon’s exchange offer, which represented over 51% of the outstanding shares of NRG common stock.

“Yesterday’s result delivers another clear and convincing message to NRG’s board and management that a majority of the company’s owners support Exelon’s offer to combine the two companies. Unfortunately, this is a message the current NRG board and management have apparently chosen to ignore,” said John Rowe, Exelon chairman and CEO. “We urge NRG to move this process forward constructively, allow us to perform due diligence without delay, and work with us to conclude a definitive agreement. However, if NRG still refuses to listen to its shareholders, we will have no choice but to press forward to seek election of an expanded NRG board with new independent directors who will act in the best interests of the NRG shareholders and consider the merits of an Exelon and NRG combination in comparison with any other strategic alternatives available to NRG.”

Exelon also announced today it has extended its offer until June 26 at 5:00 p.m. New York City time, unless further extended. The extended expiration date enables Exelon to focus on seeking regulatory approvals for the transaction and the solicitation of proxies for the election of NRG directors at the NRG annual meeting of shareholders. NRG’s annual meeting has not yet been scheduled but is expected to take place within 13 months after NRG’s last meeting held May 14, 2008. The exchange offer was previously scheduled to expire at 5 p.m. New York City time on February 25, 2009. All other terms and conditions of the exchange offer remain unchanged.

Exelon announced on October 19, 2008, its proposal to acquire all outstanding shares of NRG common stock at a fixed exchange ratio of 0.485 of a share of Exelon common stock for each share of NRG common stock, which represented a 37% premium for NRG shareholders based on closing prices on the NYSE on October 17, 2008, the last trading day prior to the public disclosure of the Exelon offer. After NRG twice rejected the Exelon offer, Exelon brought its exchange offer directly to NRG shareholders on November 12, 2008.

Important Information

This communication relates 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”) 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 expects 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.

 

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