(Operator Instructions) I would now like to turn the conference over to Mr. Chaka Patterson, Vice President of Investor Relations. Please go ahead sir.

Welcome to Exelon’s fourth quarter 2008 earning's review and conference call update. Thank you for joining us today. We issued our earning's release this morning. If you haven’t received it, the release is available on the Exelon Website at www.exeloncorp.com or you can call [Delores Mugia] at 312-394-5222 and she will fax or email the release to you. Before we begin today’s discussion, let me remind you that the earning's release and other matters we discuss on today’s call contain forward-looking statements and estimates that are subject to various risks and uncertainties as well as adjusted non-GAAP operated earnings. Please refer to today's 8-K and our other SEC filings for discussions of factors that may cause results to differ from management's projections, forecasts, and expectations and for a reconciliation of operating earnings to GAAP earnings. In addition during the call we will be discussing Exelon’s exchange offer to acquire NRG Energy Inc. and Exelon’s intention to solicit proxies for meetings of NRG and Exelon shareholders. Today’s discussion does not constitute an offer to exchange or a solicitation of an offer to exchange NRG’s shares and it is not a substitute for the exchange offer documents we have filed with the SEC or the proxy statements that we intend to file with the SEC. For important additional information regarding the offer and the proxy statements, please refer to the earnings release in today’s 8-K. Leading the call today are John Rowe, Exelon’s Chairman and Chief Executive Officer, and Matthew Hilzinger, Exelon’s Senior Vice President and Chief Financial Officer. They are joined by other members of the Exelon’s senior management team who will be available to answer your questions. We have scheduled 60 minutes for this call. I will now turn the call over to John Rowe, Exelon’s CEO.

Good morning, everyone and happy New Year, 2008 was another good year for Exelon and we met our expectations in spite of all of the turbulence of the fourth quarter. I want to provide you a little more perspective on 2008 and then I will try to provide you a little more perspective on our purposed transaction with NRG and I will end, as I almost always do, by talking about Exelon’s long term value proposition. I think, given what’s going on around us, the Exelon value proposition as shown by its 2008 results is as good as it gets and the team around me is committed to continuing to produce doing these difficult times. In the fall we have witnessed that as all of you are painfully aware tumult in the market places, the like of which most of us have never seen. Exelon did not go unharmed, but neither were we severely damaged. We delivered a strong fourth quarter and an especially strong one in light of the severely deteriorating economic conditions. This morning we reported operating earnings of a $1.07 per share for the quarter and operating earnings of $4.20 per share for the full year. These results are well within our original guidance range of $4.00 to $4.40 per share. Indeed, we hit it dead in the middle and they are very well within the guidance range of $4.15 to $4.30 per share that we announced at the beginning of September when everybody felt better about the world than they do today. Matt will walk you through the specific drivers shortly. Suffice it today to say that I view these results as both a tribute to the value platform that Exelon is and a huge accomplishment for all of our operating groups. Exelon generation, especially nuclear…

Starting with slide three, I've highlighted my key messages for this morning. We have provided a significant amount of detail regarding our results in our earnings release and the accompanying tables, therefore, I'll spend my time this morning discussing our results for the quarter and the full year, our 2009 outlook, our excellent liquidity position and strong balance sheet metrics. Starting with our current quarter results on slide four, we reported operating earnings of $1.07 per share in the fourth quarter of 2008 compared to $1.02 per share in the fourth quarter of 2007. Our fourth quarter results were strong despite difficult economic conditions, reflecting higher earnings at Exelon Generation and ComEd, while PECO reported lower earnings than the prior year as expected. For the year, Exelon's 2008 operating earnings were $4.20 per share, down from $4.32 per share in 2007. I'll start by mentioning two events that affect quarter-over-quarter results that will not be covered in my discussions of the operating company results. First, Exelon Corp. made a $50 million pre-tax contribution to the Exelon Foundation in the fourth quarter of 2007. Second, Exelon, at the consolidated level, recognized a benefit from a tax settlement related to the capitalization of indirect overhead cost of $0.06 per share in the fourth quarter of 2007, and $0.02 per share in the fourth quarter of 2008. The settlement contributed positively to the fourth quarter earnings of ComEd and PECO in both 2008 and 2007, while having a negative impact on the earnings of Generation in the fourth quarter of 2007. Turning to slide five, you will see the key drivers for Exelon Generation's quarter-over-quarter higher operating earnings. First, portfolio market conditions were $0.02 per share favorable in the fourth quarter of 2008 compared to the fourth quarter of 2007, largely due to…

Operator we are ready for questions.

(Operator Instructions) Your first question comes from the line of John Kiani – Deutsche Bank Securities. John Kiani – Deutsche Bank Securities: Can you talk about how the negotiations with the NRG bond holders on the potential for a waiver of change of control are progressing and then also in conjunction with that, are you still interested as you’ve stated in your recent investor presentations, are you still interested in pursuing an alternative structure that is more of a [Topco] merger to avoid triggering change of control if the negotiations are not successful?

Yes I can comment, but any comments have to be taken with a little care because this is one of those things that you don’t have soup till it’s cooked. We’ve had some very constructive discussions with the NRG bond holders. As of this week, we seem to be too far apart and that appears to make it necessary for us to plan on trying to implement the [Topco] methodology, but this is all about money and discussions about money have a way of getting reopened. We think the NRG bond holders have benefited greatly from our proposal being in play. They’ve obviously benefited yet again from improvements in the bond marketplace and the discussion at the moment involves issues like are those improvements in the marketplace stable. And at the moment we simply don’t have a deal, but this all about money. We’ve had very cordial discussions with them. We’re quite certain they want this deal to happen as their financial interest makes clear that it should. But indeed if you look at current bond prices you know refinancing those is not out of the realm of possibility, so this is a discussion that will continue but meanwhile we’re looking at the [Topco] plan. John Kiani – Deutsche Bank Securities: I have just one other question as well. Can you provide some color on just high level on Lieutenant Governor Pat Quinn's view about the market in Illinois and you know where he kind of shakes out? Are his views consistent with the Attorney General what you’re thinking about that?

Well Lieutenant Governor Quinn will have a plate full when he takes over and I think we’re in a place where we can work with him, because in the current markets ComEd is not likely to have very significant increases in its power purchase costs. So I think his natural reaction is to favor more regulatory structures. But after going through a lot of again with the Attorney General a year or two ago I think we’re now in a place where the market results are going to be more favorable for consumer orientated political figures that are the fully integrated regulated results, so I think we’ll be able to work with the Lieutenant Governor if and when he becomes governor. I mean it’s very clear that Lieutenant Governor Quinn is most interested in things like energy efficiency were we have a wonderful record, in renewable were our record is better than most, and in things like smart grid that Anne Pramaggiore and Frank and Rob McDonald are already working on along with Barry. So I think we’ll be able to find a way to work with Lieutenant Governor Quinn on all of his major objectives, but he’s very much a pro regulation kind of political figure. Anne Pramaggiore you want to add anything to that? Frank is not on the call today so.

I think you captured it, John. John Kiani – Deutsche Bank Securities: So your basic point is that because power and gas prices are so low at this point there doesn’t seem to be a big, obviously rate increase issue from that stand point.

That’s my basic point, yes. Next question Operator.

Your next question comes from Jonathan Arnold. Jonathan Arnold – Merrill Lynch: I have a question on, Matt talked a couple of times about things that you’re doing or opportunities to offset some of the pressures that you had from Pension and commodities since you originally gave the guidance. I think I heard him mention something related to Care, the clean air rule and also tax planning. Could you be a bit more specific about what you mean by those and the scope of and size of potentially some of those offsets?

Yes. John, I’ll take this is Matt Hilzinger. First I just want to re-emphasize our commitment to the cost management initiative that we've got. I mean that is the real tool that we have to drive value for the shareholders. We're absolutely committed to that. We do need to offset part of this pension increase of about $150 million and we are looking at some very specific tax planning opportunities, which, I’m just not at a liberty to get into here on – in kind of a public disclosure because they're just – they are tax planning initiatives and they're generally held confidential. Care, we do expect some opportunities through Care. They will help offset it. It will not come all at once. It may come over time but we do see some very specific opportunities there. See if Enid had anything or Ken that they wanted to add there.

Yes. I just had obviously if the nocks and socks market is recovered pretty dramatically as a result of the reinstatement, then that’s where the upside is that wasn’t there and you know December 31st when OPEC did it. Jonathan Arnold – Merrill Lynch: To be clear there is no – you talked about the cost saving opportunities. You’re not targeting any additional cost savings beyond the $100 million at this point than you originally had in the plan, is that correct?

You know we’ve got a commitment to get the hundred. Obviously if we can more than that we’re not going to set our sight at just 100, we're going to pursue more than that. Now whether we get more in 2009, that’s an open question but we’re going to continue to push hard to get as much as we can, but clearly the guidance that we’ve given you we’ve talked about a $100 million John.

Let me just add one particular area. Frank Clark and Barry and Anne have indicated to me that the ComEd will develop a plan for re-accessing its capital requirements. I mean if you look at these numbers we want to be very careful at ComEd to continue to spend the money that’s necessary both to continue to strengthen the system and maintain and commitment to the smart grid initiative. But ComEd's capital expenditures are out of order compared to PECO’s. We’ve been doing that for a number of years because quite frankly ComEd’s spent too little for a long time and the system continues to be hungry for capital. But on the other hand, if we’re seeing flat to 1% negative load growth, it’s just hard to believe the system needs a whole billion dollars and Frank and Barry and Bob and Anne and others are committed to taking that down a peg. And we take that capital down it also reduces operating expenses a little bit along with it as long as we do it in the right way. Jonathan Arnold – Merrill Lynch: Could I just ask one follow up on that pension question? You gave this illustrative scenario analysis in the EEI presentation and based on the 2009 numbers look like they came in a little worse than you know I guess the worse scenario in that analysis, which also included you know contributions of $800 million, a little over $800 in 2010 an a billion four in 2011. Can you give us any indication of how those numbers might have all given the scenario you’re currently looking at?

I’ll do that, John, and this is Matt again. Let me just spend a little bit of time on what happened this year again then I’ll talk a little bit about 2010. But the actual asset return if and I think with Jonathan for everybody on the phone he’s referring to page 33 in the EEI deck that’s on our Website. But there’s a scenario there. It’s scenario four. And we did a little better on the asset performance, I say a little better by a point or a point and a half and actually that’s fairly large when you’re talking about $10 billion. We did a little worse on the discount rate, but it’s generally in the area of what Jonathan is referring to as scenario four, which causes a cash contribution this year of about 330. In that scenario it suggest that if we have a continued decline in our assets of 15% so an additional 15% decline in 2009, that we would be looking at a contribution in 2010 for pension of $825 million, which is significantly over where we are now. And we put these out so everybody can see them. You can’t run from them. You can’t hide from them. We're obviously like everybody is very disappointed with asset returns, but I think that we’re prepared and we have the liquidity to deal with that in 2010 if we need to. I would add this though Jonathan, there is the Pension Relief Act, which was recently enacted provides a mechanism, should you elect it, to smooth your contributions, and it can dramatically change the amount of contribution that you would potentially have to make in 2010 by hundreds of millions of dollars. That election is not required until September 15th and so we’re looking at that. Obviously we want to take care of everybody’s that covered by the pension and hope that will make the required contributions that we need to make, but we also see some opportunities out there to reduce the amount of cash that we may need to put into that plan in 2010 and 2011. And then one last item is where still waiting to see if there is anything that comes out of Washington that provides any additional relief. Don’t know of anything right now but clearly we’re going to watch and in some cases pursue that. So does that answer your question, Jonathan? Jonathan Arnold – Merrill Lynch: It does. Thank you.

Okay. Next question please.

Your next question comes from Hugh Wynne – Sanford Bernstein. Hugh Wynne – Sanford Bernstein: I also had a question about your estimates of O&M expense and CapEx for 2009. I see that your expectation for O&M is it will be flat next year. Your expectation for CapEx is that it will go up by $200 million. I guess my question is in light of some of the things that have been mentioned the flat load growth, a decline in most of the major commodity indices of 30% in the fourth quarter, it would seem to me that the need for CapEx and the cost of CapEx and O&M in so far is your spending less on steel and cement and copper and aluminum should allow some major savings opportunities. But what we’re seeing here is just a flat O&M and an increase in CapEx. I wonder if you could shed some light on that. Is there room to drive these numbers down in 2009 or are you facing structural increases in pension expense, wage expense that I am not familiar with that are preventing that kind of cost savings from being realized?

Hugh, first you are familiar with the structural increases in wage expenses and pension expenses so there’s no secret there. We’ve tried to be very clear about both. But beyond that we kind of share your view. We just haven’t been able to put our hands on them to re-budgeted all of them. Now one of the reasons you see the capital in Exelon Generation comes from our chance to do some more very economical power operates at these plants. But I think Chris is the one who should expand on this answer. My answer is we see the same variables you do and we’re hunting to make them real. Chris, would you pick up on that?

Yes. Hugh, there’s a couple of things going on. Primarily the capital increase is driven by steam patch replacements, transformer replacements and power upgrades on extending the plant life for the nuclear assets. Those will continue over the next three years as we bring the plants from their 40 year planned life into their 60 year planned life, and a good side benefit of that is 300 plus mega watts of increased generation, so they have a good return. One of our focus areas in our cost reduction program is our leveraged procurement activities. As commodity prices decrease we will be picking up those savings into these projects. Engineered components lagged the reduction in the commodity price by a little bit. In a year or two we will continue to try to, in transformer procurements and some of the other things we need, try to drive those down. But that’s the primary increase and even with the deteriorating market they’re required to maintain the material condition in the high availability of the nuclear units that we have. The flat O&M is looking at eating through our cost saving's initiative and some adjustments and outages, but it’s primarily eating the inflation that you’re seeing year over year. That’s the area that John said that we’ll continue to focus on to find those opportunities through leverage procurement, contractor renegotiation, reduction in contract utilization and improvement in productivity, which is the point that Matt made on the three pronged approach. The utilities are validating their low growth requirements and we’ll be analyzing those for their capital reduction in the next quarter. There will be more information coming on that. But as the situation as you know is fluid, they’ll be adjusting the plans to meet their reliability requirements.

Hugh, this is John. Let me just add one thing. We think we’ve done a pretty good job on the O&M side in looking at the budget as we go through this year. We’re going to keep working on both that and the capital side where I don’t think we may have made all the adjustments that we can. We’re very committed to finding any of the changes you referred to. We see the commodity price thing too and it is an opportunity. On the other hand, we’re also committed not to just yo-yoing expenditure in the delivery companies. We suffered from a long history of that and credibility with both the streets and the troops and the regulators is important here, so we want to do this right and not just yank things around because it would make us feel good for a day but I think we’ll find some more opportunities here. Hugh Wynne – Sanford Bernstein: I am curious about your perspective on one commodity price decline in particular, which is the decline in the prices of gas relative to coal and the implication that may have for the future costs of CO2. It seemed to me that the cost of reducing CO2 in the power sector is very, very low right now because of the ease of which gas fired generation can be substituted or coal fire generation. Is that something that you guys have a view on or thought through with implications on your CO2 upside and NRG’s CO2 downside?

Oh, yes. That’s one of the things that goes into our models all the time. It’s one of the reasons why we can’t just write a blank check to do NRG. It’s one of the reasons we've been hard headed on the view that this is an attractive transaction\ but like all transactions not attractive at any price. We run new gas price scenarios through all of our models in terms of that transaction, but let me go to a larger part of what you are talking about. While we talk about no nuclear to deal with carbon and while we talk about various forms of renewables all of which are both politically popular and expensive, what we’re really going to see in this pricing environment is what is called the dash to gas. Most new capacity needs will really be met by natural gas. We suspect that begins to push gas back up as you go out, but we have done our very best to model into both our long term planning and in to our NRG transaction values exactly the phenomena you just described.

Last question operator?

Your final question comes from Paul Patterson. Paul Patterson – Glenrock Associates : Really briefly you said there was a 7.9% ROE at ComEd and that Ann was looking…

Seven to nine is what I said, a range of somewhere of between seven and nine. Anne or Bob do you want to expand?

Yes. That is the estimate. It is predicated on rate case filing that we’re planning to make this year. Paul Patterson – Glenrock Associates: Okay.

Seven to nine, 409 is based on the result from last year, quite further..

The new rates won't have much effects in ’09.

Further progress from that is predicated on the next trip. Paul Patterson – Glenrock Associates: Okay and then the tax planning, which you guys don’t want to elaborate on is that something that’s going to have a longer term impact or is that more of a 2009 impact that we’re talking about and do we have any idea about what the quantification of that or the potential impact of that might be just anything more you can…

We have a Tax Vice President with a shaved head and he ought to be given a chance to talk.

The tax benefit that we’re referring to is long term. We’re really not at liberty at this point to quantify it. We haven’t configured the quantifications. We should know where that stands later in the first quarter. Paul Patterson – Glenrock Associates: Okay and then open EBITDA any thoughts there? You guys gave us some numbers at EEI based on July, obviously some things have been moving around?

You think gas prices might have fallen since July? Matt, Ian, who wants to pick up on that?

My caveat would be – I think that’s why we like and are so supportive of our hedging program to deal with these types of changes in gas prices, so as we said we’re over 90% financially hedged in 2009? We’re I think close to the top of the range which is near 80% financially hedged in 2010. So I think those continue to service well and I don’t, Ian I don’t know if you or Ken had anything in particular you wanted to elaborate on.

I think while they're thinking, we modeled our potential cash flows under various gas price scenarios and gas prices are the first driver effecting longer term power prices outside the hedge range. We’ve tried to do it with constant $6.00 gas, which is one group's feeling of a conservative stress case, more conservative than we think it will be and we’ve looked at how these things effect our cash flows. Obviously the total amount of cash we can generate in five years is a couple billion dollars lower than if you assume gas that’s closer to $6.00 than $7.50, but you can do the scenarios analysis as well as we can. I don’t know what we have to add to that.

Yes. Paul, this is Chaka, we gave you what the open EBITDA is. The assumptions and the sensitivities, so you can mark the open EBITDA. You can mark it and if you want to walk through that give me a call after and we can walk through it. Paul Patterson – Glenrock Associates: Sure that’s what I was thinking about, 2011’s seems to be, I mean you guys are now hedging out 2011 and 2011 seems to be something that you guys were sort of focusing on in terms of the uplift that was there and I was just wondering since you guys have hedged more it looks like in the business and update in the hedging and what have you, what are your expectations? I mean have they changed at all or do you guys want to, I mean if you don’t want to revisit it on the call that’s cool I just sort of – I was just wondering if there is any more sort of thoughts that was associated with that in terms of what our expectations should be since there’s this hedged amount that you guys have in 2011 and of course prices have changed and we don’t know exactly where you hedged it at.

Yes I think what I offered there Paul is that at EEI we gave a range of kind of $5.00 to $6.00 of what we expected in 2011 and I know it’s kind of a wide range but it’s to cover these types of things when you see these types of prices falling in such a short time and so I think that range is something that we still believe in and we’ll be somewhere within that. I was just talking with Ian briefly and the financially hedged in 2010; is it 2010? It’s closer to 92% so we’re fairly well locked in but I think the guidance range of $5.00 to $6.00 is something that you guys ought to put a lot of stock in.

Okay thank you operator. That concludes our call.