Chaka Patterson - IR John W. Rowe - Chairman and CEO Matthew F. Hilzinger - Sr. VP and CFO and CFO, Generation Kenneth W. Cornew - Sr. VP, Exelon Corporation; President, Exelon Power Team Denis P. O'Brien - EVP, Exelon Corporation; President and CEO, PECO Energy Robert K. McDonald - Subsidiary Sr. VP/CFO, Subsidiary/Other Executive Officer Anne R. Pramaggiore - Executive VP, Divisional

Jonathan Arnold - Merrill Lynch John Kiani - Deutsche Bank Securities Hugh Wynne - Sanford Bernstein Greg Gordon - Citigroup Paul Patterson - Glenrock Associates Leslie Rich - Columbia Management Michael Lapides - Goldman Sachs Paul Fremont - Jefferies & Co

Good morning. My name is Tanya, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Third Quarter 2008 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions]. Please limit to your questions to one and one follow-up. Thank you. Mr. Chaka Patterson,. you may begin. Chaka Patterson - Investor Relations: Thank you, operator. Good morning. Welcome to Exelon's third quarter 2008 earnings review and conference call update. Thank you for joining us today. We issued our earnings release this morning. If you haven't receive it, the release is available on the Exelon website at www.exeloncorp.com or you can call Dolores Munguia 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 earnings release and other matters we discussed in today's call contain forward-looking statements and estimates that are subject to various risks and uncertainties, as well as adjusted non-GAAP operating 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 reconciliation of operating earnings to GAAP earnings. 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 Exelon's Senior Management team, who will be available to answer your questions. We have scheduled one hour minutes for this call. I will now turn the call over to John Rowe, Exelon's Chief Executive Officer John W. Rowe - Chairman and Chief Executive Officer: Thank you, Chaka. We talked with many of you earlier in the week regarding our proposal to acquire NRG. We are diligent, we're pursuing this because we believe that can create substantial value for both Exelon and NRG shareholders. At the same time we remain as focused as ever on running this business and delivering results to you. Today we reported our third quarter report... results. I will limit my prepared remarks this morning to Exelon's third quarter earnings and some parts about navigating through these turbulent times. As you saw from our press release this morning, GAAP earnings were $1.06 a share and operating earnings were $1.07 a share. Our third quarter earnings was reduced by several items relating to the nation's financial terms and the weakening economy reduced our third quarter earnings. We now expect our full year 2008 operating earnings to be well within our original range of $4 to $4.40 per share, but very close to the bottom of our more recent guidance of $4.15 to $4.30 per share that we announced at the beginning of September. While the changing times are not pleasant and September and early October have been very unpleasant for us all, our operations continue to improve across the board, our nuclear fleet continues to excel, our balance sheet remains strong, our liquidity is unimpaired and our cash flows are running substantially as anticipated. You will see on slide 3, of the slide accompanies today's earnings call, how we're going to dividend overtime. Today we announced an increase in our annual dividend by 5%, from $2 to $2.10 per share. This reflects a 12% annual growth rate in our cash dividend since 2001. When you run utilities for 25 years as I have, you are given the opportunity as they call it to manage through a variety of challenging times. In my experience to successfully deal with these challenges one must do four things. Operate well, maintain access to sufficient liquidity, manage risk as best you can, and manage the regulatory and political environment. Exelon is succeeding at all four of these things. First, our operations are very strong. We continue to operate our nuclear fleet at genuinely world class levels. In the third quarter Chris Crane and Chip Hardy [ph] and their team achieved a 97.2% capacity factor in the nuclear fleet. This brings their year-to-date capacity factor to 94%. Looking specifically at the critical summer months our nuclear fleet completed the summer with no outages for the first time in Exelon's history. Ladies and gentlemen, it just does not get much better than that. Not only can we legitimately claim to be the best operators of nuclear power plants in the country, a stature that we have fought to attain and know we must work unceasingly to maintain. Nuclear power enjoys the lowest operating and maintenance cost in the electric industry, and averaged about $0.02 per kilowatt hour again that's O&M not all-in cost compared to $0.025 for coal and closer to $0.07 for gas based on 2007 data. Among major nuclear fleet operators Exelon is consistently the lowest cost producers of electricity in the nation. Turning to our delivery utilities, ComEd's outage performance in terms of frequency continues to be strong. Year-to-date overall and non-storm safety numbers for ComEd are the third best since 1998, and we believe represent first quartile performance. I also want to commend Frank Clark, Barry Mitchell and the ComEd team for their response to the August 4th storm that impacted approximately 520,000 customers in Northern Illinois, the fourth worst storm, since 1998 in terms of customers affected. In spite of the severity of this storm 87% of the customers were restored within 24 hours. Turning to PECO year-to-date non-storm safety [ph] is the best on record surpassing the previous record set in 2006. I congratulate Denis O'Brien, and Craig Adams and their team on a job well done. We continue to generate substantial cash from operations; $4 billion of cash in each of the last two years and we expect to generate roughly $5 billion this year as shown on slide 3. We also have accessed to sufficient liquidity, in excess of $7 billion from 24 banks with limited exposure to any one bank. That is the result of lot of work, not only by our finance people under Matt Hilzinger, but by Ian McLean, Ken Cornew, Joe [indiscernible], our whole trading and risk management team. Third, we manage this business conservatively to assure that we are good stewards of your money. While our risk management policies come in many forms, I would like to highlight three. First, our hedging strategy. Given how tight we are at the hip to movements in power prices, natural gas, coal and even oil prices, we hedge against short-term volatility in these and other commodities. We are over 95% financially hedged in the remainder of 2008 and over 90% financially hedged in 2009. Our hedging program limits our exposure to movements in power prices driven by volatile commodities and provides the level of assurance around our cash flow. Our hedging program is critical to how we manage risk, how we protect the value of your assets and how we ensure we can navigate through troubled waters without jeopardizing our competitive position. Second, I want to highlight the fact that we keep a very tight rein on proprietary trading activities. They in turn [ph] all that their jobs are to money for you by maximizing the value of our Generation output, not by risking millions of your investment dollars on speculative trading. Finally, I want to highlight that the Generation Company transacts with a diverse group of high quality counter parties most of whom remain investment grade. Our risk managers monitor our exposure and the financial condition of these counter parties on a daily basis. I continue to empower our risk managers to take appropriate steps to limit our risks in this area. Fourth, we are successfully coping with our regulatory and political environment. Both ComEd and PECO reached constructive results in their DST and gas cases respectively. The ICC granted ComEd, an annual revenue increase of over $270 billion and we believe has positioned ComEd to pursue future test rules [ph] in its next rate cases. Just yesterday, the Pennsylvania Commission approved the settlement that PECO had reached related to its recent gas rate case, an annual revenue increase of over $75 million. PECO also filed a plan with the Pennsylvania Commission for competitive procurement of power, the phase end of market based rates and energy efficiency programs. The three parts of this plan if approved by the commission would help PECO's customer transition to market-based rates in 2011, as well as assist those customers in better managing their energy consumption. This regulatory filing matches the view of the legislation, recently enacted by the Pennsylvania General Assembly and signed by Governor Rendell. The legislation addresses many of the components found in PECO's filing, including competitive procurement demand side management and energy efficiency programs. Pennsylvania through both regulation and now legislation continues to make competitive electricity markets work for consumers. While we applied this legislation, we expect that the issue of rate mitigation will still need to be addressed. We will continue to work with the General Assembly and Governor Rendell, to address the best way to assist customers with the transition from cap to market base rates. In my 25 years as the CEO, I've seen a lot of cycles. A lot of up, a lot of downs. Because of our superior operation, our liquidity, our conservative risk management policies and our skills at dealing with the regulatory and political world around us, I believe that Exelon is very well positioned to continue to meet challenges and also to take advantages of the opportunities that lie ahead. I will now turn the call over to our CFO, Matt Hilzinger. Matthew F. Hilzinger - Senior Vice President and Chief Financial Officer and Chief Financial Officer, Generation: Thank you, John. Good morning everyone. Starting with slide 4, I've highlighted my key messages for this morning. We've compiled a significant amount of detail regarding our results and our earnings release in the accompanying tables. Therefore I've spend my time this morning discussing our results for the quarter, our full year outlook and Exelon's strong liquidity position. Starting with our current quarter results on slide 5, we reported operating earnings of $1.07 per share in the third quarter of 2008 compared to $1.21 per share in the third quarter of 2007. Our third quarter results reflect strong operations at the Generation company, while both ComEd and PECO reported lower earnings than the prior year. Turning to slide 6, you will see the key drivers for Exelon Generation's quarter-over-quarter higher operating earnings. First, portfolio and market conditions were $0.08 per share favorable in the third quarter of 2008 compared to the third quarter of 2007. The average margins realized by Exelon Generation were approximately $4 per megawatt hour higher on average in the third quarter of 2008 as compared to the third quarter of 2007, reflecting higher average realized hedge and market prices during the quarter. These were partially offset by higher fuel cost. Second, our Nuclear group continued their exceptional operating performance this quarter with higher nuclear volumes benefiting quarter-over-quarter results by $0.02 per share. Exelon operated plants achieved a capacity factor of 97.2% in the third quarter of 2008, which is slightly higher than the 97% achieved in the third quarter of 2007. In terms of plant refueling outage days, Exelon Generation had 17 refueling days in the third quarter of 2008, compared to nine in the third quarter of 2007. With respect to non-refueling outage days, Exelon Generation had five fewer days quarter-over-quarter with eight in the third quarter of this year as compared to 13 in the third quarter of last year. O&M cost at Exelon Generation were unfavorable in the third quarter of this year compared to 2007. This was largely driven by inflationary pressures on labor and contracting, and materials, which reduced earnings by $0.02 per share quarter-over-quarter. In addition, we experienced increased cost associated with other O&M expenses of $0.03 per share, which includes expenditures on the new nuclear plan, we're exploring in Texas and higher O&M costs associated with an increased number of planned fueling days. Lastly Exelon Generation established reserve of $0.02 per share associated with its net next exposure to Lehman Brothers triggered by Lehman's bankruptcy filing in September. Turning to slide 7, this slide summarize the credit exposure from Exelon Generation's power marketing activities as of September 30. The first key point that I would like to make is that Exelon Generation's net credit exposure from power market activities was limited to approximately $683 million as of September 30th and 85% of this net exposure was with investment grade counterparties. The non-investment grade counterparties are limited to coal suppliers from whom we purchase coal for our own use. Also note that the majority of this net exposure has a maturity of two years or less. This level of net counterparty exposure increased by approximately $180 million from June 30 through September 30. Let me now walk you through why that is the case. From June 30th to September 30th power prices decreased. Accordingly transaction's the power team previously entered into as hedges of our forward generation move in Exelon Generation favor. As the mark-to-market on these contracts moved in our favor, our net counterparty exposure increased, because the risk of counterparty default increased. At the same time the decline in power prices, since the end of the second quarter reduced Generation's net collateral position with counterparties. As of September 30th, generation had only a $162 million of net collateral posted to counterparties reflecting both cash and the letters of credit. The second key point is that Exelon generation's net exposures diversified. As of September 30, no single counterparty represented over 10% individually of Exelon Generation's net exposure from power marketing activities. That's exclusive of ComEd and PECO. This is by design. We diligently manage our counterparty risk to ensure that we do not have significant exposure to any single counter party. As of September 30, financial institutions represented 45% of Exelon Generation's net exposure and investor owned utilities. Marketers and power producers represented 38% and coal suppliers represented 13%. Relative to the end of the second quarter, the proportion of counterparty exposure related to financial institutions has increased. This increase partly reflects the changes in market prices for various product coupled with seasonal affects such as summer hedges rolling off. Turing to ComEd on slide 8, you will see the key drivers of ComEd's lower quarter-over-quarter results with the three most significant drivers being unfavorable weather of $0.03 per share. A one time write-off associated with the final rate order and ComEd's distribution rate case and slightly higher uncollectible accounts expense. As John mentioned the Illinois Congress Commission issued its final order in ComEd's distribution rate case on September 10. That will provide for an annual increase in distribution revenues of approximately $74 million effective September 16. We've included the slide in the appendix of today's earnings call package that provides additional information regarding that final order. ComEd's third quarter results reflect a net one time write-off of a $0.02 per share associated with the receipt of that final order, which is composed of two pieces. The first piece is a one time write-off of rate base primarily associated with the treatment of underground wires and the final order and the proposed resolution of the original cost audit. Together these write-offs reduced our third quarter earnings by $0.04 per share. The second piece is the allowed recovery of certain costs previously incurred which increased third quarter income by $0.02 per share. Together these two items net to $0.02 per share write-off that we reported in our results today. ComEd also experienced higher levels of bad debt expense quarter-over-quarter contributing $0.02 per share to ComEd's quarter-over-quarter decline in earnings. ComEd has experienced increased customer account net charge-offs following a suspension of residential customer disconnects from October of 2006 to August 2007, which has driven up bad debt expense. A contributing factor to this increase in net charge-offs is that ComEd is recovering roughly 10% less of overdue customer receivables following customer disconnections as compared to historical periods. Current economic conditions maybe driving this customer behavior in which case we may see some continued levels of higher bad debt expense in the fourth quarter. Turning now to PECO, on Slide 9, you will see the four key drivers of PECO's quarter-over-quarter decline in operating earnings, including higher bad debt expense, a one time favorable property tax adjustment in the third quarter of 2007 at $0.03 per share that did not occur this year, unfavorable weather of $0.02 per share, at the schedule increase PECO's CTC amortization of $0.02 per share. As we reported on our second quarter earnings call, PECO continues to experience higher levels of bad debt expense. PECO's third quarter 2008 bad debt expense is $0.04 higher per share than last year. The expense is in part to result of previously... of our previously temporary suspension of certain collection processes during the billing system convergent project in 2006 and 2007. Overtime, PECO has experienced an increase in the size of the total receivables, the aging of the receivables, and the average balance per terminated customer. We have found one of the most effective ways to address these issues, is through increased customer terminations and accordingly PECO has increased efforts in that area. In the third quarter PECO updated its reserves to reflect higher anticipated charge-offs associated with the recent and upcoming increases and terminations, as well as projected deterioration of PECO's higher risk customer accounts. The new billing system has given us a better understanding of the customer payment behaviors, and the underlying risk factors that have supported our updated reserve levels. We also believe that for overall negative economic conditions are contributing to the increase in bad debt expense in the current period, which may negatively affect future bad debt expense relative to historical levels. Let me now spend a few minutes discussing our view of the remainder of the year. Several items have arisen during the second half of this year, which I discussed previously, that have put pressure on our full year results coming partly from discreet items that we recorded in today's results including the write-offs associated with the Lehman bankruptcy, ComEd's final distribution rate order, higher bad debt expense of both ComEd and PECO, and unfavorable weather. In addition, we are beginning to see the impacts of the slowing economy on our earnings. I talked about our receivable collections, but we were also beginning to see lower than forecasted low growth at both utilities that is likely to continue into the fourth quarter. As John mentioned earlier, we are still expecting our 2008 operating earnings to come in very close to the bottom at the $4.15 to $4.30 per share range that we have announced at the beginning of September. Moving now to Slide 10, I'll take a moment to discuss Exelon's strong financial position. I briefly highlighted two points on this slide, right, I'll briefly highlight two points on this slide, starting with our hedging program. Exelon's Generation hedging program mitigates its exposure to movements in commodity prices and provides a level assurance around its near-term cash flows. We view our hedging program as critical to how we manage risk, protect the value of our assets and navigate through tough times, without jeopardizing our competitive position. Our hedging program considers stress scenarios and positions us well for times like this. The hedging program gives us 18 to 24 months in which to thoughtfully respond. During this period, we can continue to operate the business and invest in our Generation assets without negatively affecting our operational performance for ability to finance the business. We are over 90% financially hedged in the 2009 and over 80% financially hedged in 2010. In addition, we have a tight risk management policy around Exelon Generation's power marketing activities. Generation's proprietary trading activities are minimal. Exelon Generation's daily value-at-risk average less than 350,000 over the past 18 months, which is less than 1% of the total gross margin of our generation business. Turning to slide 11, we are distinctive in our ability to generate substantial cash flows. We have forecasted to generate approximately $5 billion in cash flows from our operations this year which is up roughly $500 million from our original planning assumptions. You will also see on this slide, that we have completed our 2008 financing plan. ComEd retired more debt than we had originally planned primarily in order to either refinance or retire over $340 million of option rate debt securities that had been outstanding at the begin of the year. And at the beginning October PECO completed its financing plan for the year with the $300 million five year first mortgage bond issuance with a coupon of 5.60%. Earlier this week S&P issued a downgrade for Exelon, Exelon Generation and PECO upon the announcement of our offer to acquire NRG. We are committed that this transaction will not cause Exelon or its subsidiaries to go below investment grade for our senior unsecured debt. The offer for NRG is the culmination of a long-term strategic review process by Exelon and we believe the combination will create superior long-term value for our stakeholders. We are fully committed to utilize excess cash flow to reduce debt following the closing of the transaction and return to the ratings that we had prior to the S&P downgrade earlier this week. We will continue to work closely with S&P and other rating agencies to make sure they understand Exelon's plan for paying down the debt Exelon Generation will take on to its balance sheet at the completion of the proposed acquisition of NRG, including the pay down schedule, expected synergies, the overall plan to integrate and manage NRG's assets. We intend to demonstrate to all the credit rating agencies as well as our stakeholders, why we believe that the credit metrics associated with our proposed transaction with NRG and just as importantly our operating and financial strategies fully support investment grade ratings. Turning to slide 12, I've highlighted our liquidity position as of October 20. We have $7.3 billion of aggregate bank commitments with a diverse group of 24 banks with no one bank having more than 10% of the aggregate outstanding commitments at Exelon and they largely extend through 2012. I've included a list of those banks in the appendix today's presentation. As of October 20th, 2008 Exelon had only a $160 million drawn under these facilities and letters of credit outstanding of $347 million leaving an aggregate of $6.8 billion of the total $7.3 billion of capacity available to us. This liquidity allows us to execute our hedging strategies, invest in our generation fleet, and our transmission and distribution systems, and to meet our dividend commitments without disruption. Turning to slide 13, we will see the scheduled debt maturities that are forecasted to occur during the remainder of the fourth quarter of 2008, and the full year of 2009. Excluding securitized debt which is repaid through customer collected revenues, Exelon and its subsidiaries have only $29 million of debt in total maturing through September 30th 2008 to December 31st 2009. I'll conclude by reiterating that Exelon's financial health is very strong. We manage the business for the long-term by appropriately managing risks, and position the company to successfully navigate through times like these. We continue to operate the business well. We employ rigorous risk management practices including diligently executing our hedging program, and actively managing counterparty exposure. We are committed to investment grade ratings and strong balance sheet metrics. We are distinctive in our ability to generate significant cash flows from our operations. We have $7.3 billion in aggregate bank commitments under a credit line that extend largely through 2012 and we face no new debt maturities through the end of next year. When taking all of these factors into account, I view Exelon's financial health as extremely strong. And with that I'll turn the call back over to Chaka. Chaka Patterson - Investor Relations: Thank you Matt. Operator we are ready for questions. Question And Answer

[Operator Instructions]. Also I would like to remind everyone to please limit questions to one and one follow-up. Your first question comes from the Jonathan Arnold with Merrill Lynch. Jonathan Arnold - Merrill Lynch: Good morning. John W. Rowe - Chairman and Chief Executive Officer: Good morning Jonathan. Jonathan Arnold - Merrill Lynch: I would like to ask question on pensions and on decommissioning funds and specifically, if you have any kind of early sense of whether you might trigger funding requirements in 2009? And may be just some kind of reminder of how that works on the decommissioning side. I notice the balance sheet number, looks like it was... it's down by about just under a $1 billion since the beginning of the year on asset side. So, just if we could get some clarity around that would be very helpful. Thank you. Matthew F. Hilzinger - Senior Vice President and Chief Financial Officer and Chief Financial Officer, Generation: Jonathan, this is Mathew on the line. I'll take a crack at that. As you know, we have done a lot of work on this. We have talked to our investors about this earlier in the year. Our assets are down... significantly... were down in the pension plan by about 30%, which is just a little bit over $3 billion. When we look at the unfunded position of the pension plan at yearend 2007, it was about $750 million. Our best estimate right now and this is a bit rough because obviously we need to get through the fourth quarter but we are looking at an unfunded pension liability of somewhere around $2.5 billion. And as far as it will depend on happens with the rest of... what happens in the market through the rest of fourth quarter at hand with discount rates all through we did apply [ph]. I want to remind you as well that about 40% of that is attributable to the two utilities at about 60% is attributable to the Generation company. When looking at 2009, we expect the cash contribution to be somewhere around $225 million which is roughly what our contribution was in 2008. Obviously we can't predict what's going to happen in 2010 and 2011. We need to go through and see what happens ultimately with the market and that 2010, 2011 may be what we predicted about by that. So, overall I think we are... can't resist what happens but there is not a big impact from a cash flow basis for 2009. I have talked in the past about the cost side of the expense side and we've said in the past that we've contemplated an increase in the expense as GAAP requires and that's reflected in our flat earnings from 2008 to 2009. However, it kind of puts pressure if there is continued market declines like you have seen today. Let me take a minute just to talk a little bit about the Decommission trust. They are fully funded on a GAAP basis. So, if you take a look at the decommissioning liability on our balance sheet compared to the assets that we have...in our view energy they are fully funded on a GAAP basis. And we don't see a big risk for 2009 of having the assets go below the liability which would cause us to recognize expense on the legacy ComEd and PECO plants. So, little bit different for AmerGen, which I can get into, if you would like. The assets are down about $800 million from where they were at year-end. As you may know the NRC regulations require that we provide reasonable assurance for a minimum funding level to be available when we ultimately decommission the plants. They go through by annual reports the next report is in March. Based on kind of our review, we believe that there are some reasonable remedies that we can take before we're going to be required to put cash in. One remedy is just taking with the NRC and explaining our view in position but that there is also remedies around providing letters of creditor or parental [ph] guarantees. So there is a number of things that we can look at. And we'll look at and forward with the four, we look at putting cash into those particular plants. Jonathan Arnold - Merrill Lynch: Can I just, are you at a point where you would need to put cash or come up with some other arrangement... and where those maybe kind of evaluate on the non-accounting basis with contributions now or are you not there. Matthew F. Hilzinger - Senior Vice President and Chief Financial Officer and Chief Financial Officer, Generation: In terms of the NRC? Jonathan Arnold - Merrill Lynch: Yes. Matthew F. Hilzinger - Senior Vice President and Chief Financial Officer and Chief Financial Officer, Generation: I don't think we are there yet I think there is still... we have not gone through that dialogue with the NRC, and we need to go to that dialogue. But as I said, I think there are reasonable remedies for us to go through before we put in cash. Jonathan Arnold - Merrill Lynch: Right, okay. Thanks for all detailed analysis. It's very helpful. Chaka Patterson - Investor Relations: Okay. The next question operator.

Your next question is from John Kiani with Deutsche Bank Securities. John W. Rowe - Chairman and Chief Executive Officer: Hi John. John Kiani - Deutsche Bank Securities: Hello, can you hear me? John W. Rowe - Chairman and Chief Executive Officer: Yes John. John Kiani - Deutsche Bank Securities: Can you provide an update on the backstop financing for the proposed NRG acquisition and where that stands? John W. Rowe - Chairman and Chief Executive Officer: Well, we continue to do as we suggested, we would do on our Monday call and that is to pursue bank financing. We make very serious progress with these three major financial institutions. It is not yet at the commitment letter stage, but I think we're getting there. Obviously the chaos in the world financial market is slowing isn't making anyone happier, but I think we're getting there. We also intend to response to this suggestions that one of the bond holders made on the Monday call that we talked to the bond holders. So I think we will have two or three possible ways to deal with that issue. John Kiani - Deutsche Bank Securities: Okay and then as far as the credit rating down rate that Matt Hilzinger brought up in his prepared remarks. It sounds like S&P down rated you all sort of right out of the box one notch that perhaps that may have been sooner than you all had anticipated and understanding that you only have one more notch at Exelon Generation from BBB flat to BBB minus with a credit watch negative on your outlook on the company right now from SNP. I mean what you're level of comfort that you'll be able to remain investment grade at Exelon Generation, which to me seems like it's a critical sort of a binary point and whether you could even pursue this transaction or not? John W. Rowe - Chairman and Chief Executive Officer: We agree it's a critical point. We'll have full scale presentations for S&P in the other rating agencies next week. We're confident that the numbers show that we should remain investment grade and as Matt said in several different ways that perhaps I can get thing accent on the goal [ph] even stronger. We are absolutely committed to remaining investment grade. You described the scenario exactly. We anticipated these results that only upon closing we had not been led to anticipate them at this time. And I think this just suggests how the general turmoil in the market and the criticism, the rating agencies have received over the financial institutions are breathing again a new wave of conservatism and hurried to act. But we will cope with that by making our cases strongly as we can and I believe it will succeed. John Kiani - Deutsche Bank Securities: And then one last question on that same line, do you have a sense for what natural gas price the rating agencies may want to assume or you want to assume in running those scenarios for them and that obviously would make a big difference in what the credit metrics look like versus a standalone and combined companies? John W. Rowe - Chairman and Chief Executive Officer: I mean I believe at least one of them is planning to put out its assumptions in the near future, but we haven't seen those assumptions yet. So I don't know what they're going to assume. We have... we are preparing for part of the analysis we intend to take on the road show, some sort of bounding assumptions that illustrates how this transaction adds value under a fairly wide degree of natural gas price assumptions. John Kiani - Deutsche Bank Securities: Okay thanks, John. John W. Rowe - Chairman and Chief Executive Officer: Good to be able to see you. Thank you. Chaka Patterson - Investor Relations: Next question please.

Your next question is from Hugh Wynne with Sanford Bernstein. Hugh Wynne - Sanford Bernstein: Good morning and a regarding the disclosure on page 13 of your release, the one that tiled Exelon generation statistics. You ...you make the... you disclosed there that the average purchase power and fuel cost per megawatt hour apparently rose by about almost $7 from the average in the second quarter. And looking at your fuel cost for the third quarter, it appears that it's up by about 40% from the like quarter of last year, and especially up about 100% from the second quarter. So, I was wondering if you could maybe explain to me the variation in fuel cost over this relatively short period of time. John W. Rowe - Chairman and Chief Executive Officer: Ken Cornew has the response to that. Ken, are you on? Kenneth W. Cornew - Senior Vice President, Exelon Corporation; President, Exelon Power Team: Yes, I am John, thanks. And thanks for the question. Let me first say that Exelon Generation is very comfortable with our margin performance in the third quarter. As you probably know, the two components, the revenue line and the cross line act very differently for Exelon Generation. On the revenue line, our revenues are very heavily influenced by annual sales, and that have consistent prices across the year. An example being our contractors to supply energy to PECO, another example would be block product sales we make on a calendar basis. So our revenue line remains more constant across the year because of our sale of power across the year at fixed prices. When we get to the cost line, the story is a little different. The cost line is much more driven by seasonal generation operation and seasonal purchased power to optimize the cost of the portfolio and optimize the cost of the products we sell. So in the summer, we are running higher price generation. You know fuel prices ran up pretty aggressively in the second quarter and that the cost of generation essentially ran up at the same time. We're serving load following products so we need to run higher price generation, so that cost line from that perspective is going to move up seasonally with how demand responds. We also are more likely to buy monthly power and buy monthly purchase power to again optimize the cost of the product. It may very well be that, it's cheaper to buy monthly power products than actually run higher cost generation to serve low volume products. So, this margin change between the second and third quarter, the cost change and the revenue line are very expected for us and make sense given our sales line is influenced by calendar sales, our cost line is much more influenced by seasonal purchased power, and seasonal generation operations. Hugh Wynne - Sanford Bernstein: All right.Thank you. Just a quick follow on question then on your other income line, under other net, you're showing a negative number of $256 million for the first nine months of 2008, other net in the first nine months of 2007 was $224 million positive. So you got a swing there of something like I guess 480 million, what are the key drivers of that? John W. Rowe - Chairman and Chief Executive Officer: I think you are referring to the decommissioning for AmerGen, Hugh and there are...it's basically the unrealized losses that we have for the AmerGen. As you recall we carved out from our operating earnings, unrealized gains and unrealized losses. The AmerGen trust and the AmerGen plans we bear there all the funding requirements should be there all of the downside risk and we also get all the upside risk in the market. What we have done is we've just reflected the fair value of the assets related to those trucks for AmerGen and so we have carved about $200 million unrealized losses to the extent over time through the normal churn, those unrealized losses become realized because they sell the securities. Those would find their way to our operating earnings. But there is also the opportunity that those will recover overtime and we won't bear those costs through our operating earnings. Hugh Wynne - Sanford Bernstein: Great. Thank you very much. John W. Rowe - Chairman and Chief Executive Officer: Next question please.

Your next question is from Greg Gordon with Citi. John W. Rowe - Chairman and Chief Executive Officer: Good morning Greg. Greg Gordon - Citigroup: While we have some more clarity in Pennsylvania vis-à-vis the legislation that was passed, but the issue of rate mitigation is still out there. Was there an opportunity to resolve that in this legislative session? What were the impediments that have been... in hindsight to that getting resolved and what's your best guess as to when we'll finally get closer on those uncertainties in Pennsylvania? John W. Rowe - Chairman and Chief Executive Officer: I am not able to make an educated guess as to when that will be. Governor Randall made a very statesman like effort to pull all this together at the end of the session. I...since the major impediments to do it were partially party politics in the legislature and partially that different utilities had different perspectives as to what their interest required. My own sense is that this issue will continue to come up in every session of the legislature until some solution has been made. And again, while I don't know where all of the elements of the solution will be. My best guess continues to be a statewide cost...something on the level of the statewide cost in Illinois. But that is a guess and it's not a commitment on the part of anyone. Hugh Wynne - Sanford Bernstein: Thank you John. John W. Rowe - Chairman and Chief Executive Officer: Thank you.

Next question is from Paul Peterson with Glenrock associates. John W. Rowe - Chairman and Chief Executive Officer: Good morning, Paul. Paul Patterson - Glenrock Associates: Good morning. I wanted to follow-up on the stock buyback. Has any of these stock buyback been done at all? John W. Rowe - Chairman and Chief Executive Officer: It has not. Paul Patterson - Glenrock Associates: Okay. And from listening to the Monday's call and from reading the release, its sounds me like the buyback, what has happened even if the NRG VO didn't take place and... John W. Rowe - Chairman and Chief Executive Officer: The main I think is that the suspension of the buyback would have happened anyway. Correct, Matt. Matthew F. Hilzinger - Senior Vice President and Chief Financial Officer and Chief Financial Officer, Generation: I believe that is true, Paul. Paul Patterson - Glenrock Associates: Okay, what I was sort of wondering is since the NRG deal seems to be credit negative more than stock buyback is if the NRG deal was to go away, why wouldn't the buyback particularly if stock prices were at that, not take place? John W. Rowe - Chairman and Chief Executive Officer: Well, the answer is the one we gave officially on Monday because of the general state of the credit markets, because of the general state of the economy, so on and so forth. I mean the distinction here is the distinction between financial engineering and the acquisition of real assets. We think our proposal for NRG brings more real assets into Exelon at a price that allows us to achieve both some short terms earnings accretion and substantial long term value add. It's the difference between what we think is only a short term earnings improvement and what we think is a long term fundamental improvement in the value of the corporation. Paul Patterson - Glenrock Associates: Okay, Thanks for the color. John W. Rowe - Chairman and Chief Executive Officer: Thank you. Chaka Patterson - Investor Relations: Next question please.

Your next question is from Leslie Rich from Columbia Management. John W. Rowe - Chairman and Chief Executive Officer: Good morning Leslie. Leslie Rich - Columbia Management: Good morning. As you look at your bad debt expense at both PECO and ComEd, do you have any regulatory mechanisms to recover that either in sort of some sort of true up mechanism or can you lump it into next rate case or is that money that's just non-recoverable? John W. Rowe - Chairman and Chief Executive Officer: I think basically non-recoverable but let me ask first Denis O'Brien from PECO and then Bob McDonald from ComEd to give you a detailed answer to that. Denis P. O'Brien - Executive Vice President, Exelon Corporation; President and CEO, PECO Energy: This is Denis O'Brien. In Pennsylvania the only way to recover it is through a filed rate case and so until that time we are eating the expense. Robert K. McDonald - Subsidiary Senior Vice President/Chief Financial Officer, Subsidiary/Other Executive Officer: The same answer would be to true in ComEd in that we have to file a rate case. You'd have to see the bad debt expense in the future period. Leslie Rich - Columbia Management: Okay. John W. Rowe - Chairman and Chief Executive Officer: Not a happy answer but a clear one. Leslie Rich - Columbia Management: Thank you. John W. Rowe - Chairman and Chief Executive Officer: Next question please.

Your next question comes from Michael Lapides with Goldman Sachs. John W. Rowe - Chairman and Chief Executive Officer: Hi Michael. Michael Lapides - Goldman Sachs: Good morning. Question on your hedging really two fold, one wasn't on the major change in your hedging for kind of 2010 or anything beyond. How do you think about your hedging strategy given a little bit of the uncertainty in Pennsylvania because you usually rolled forward hedges kind of every three years and like how do plan on doing that over the next six to nine months and do you have any in Pennsylvania? John W. Rowe - Chairman and Chief Executive Officer: Ken Cornew?. Kenneth W. Cornew - Senior Vice President, Exelon Corporation; President, Exelon Power Team: Yes, sure. Thanks Mike for the question. Yes as you are aware we roll our hedging program, we continue to hedge in forward months primarily focusing on getting to 90% or better figure in the upcoming year. Our target has been 50% to 70% in the year following and getting to 50% level in the year following that... I am sorry, 70% to 90% a year following and 50% to 70% in the year following that. So, we continue with that program. Obviously when we look at PECO's contract rolling off, that makes the amount of activity that we are interested in looking at for hedging larger in 2011, we are still sitting in 2008 and have a good amount of time to get to where we want to be on our planning and we are very comfortable again with the position we are in from a hedging perspective in 2009, 10 and 11. Not a real change in how we are thinking about it, the change really is the volume and the amount of hedging we will have to do here in the east, as Pennsylvania develops its plans for procurement and PECO does the same. Michael Lapides - Goldman Sachs: Okay. And just kind of real follow up... real quick follow up. How does the kind of the timeline of the NRG potential transaction impact the timeline for when you might implement hedging? Kenneth W. Cornew - Senior Vice President, Exelon Corporation; President, Exelon Power Team: Right now Michael, it's not an impact. We were looking at our hedging program based on Exelon assets and should something more significant happen on the NRG side, we'll consider it. Michael Lapides - Goldman Sachs: Got it, thank you guys, much appreciated. John W. Rowe - Chairman and Chief Executive Officer: Thank you. Next question.

Your next question is from Paul Fremont with Jefferies. Paul Fremont - Jefferies & Co: Thanks, I guess I heard Matt that, you sort of reiterated the expectations for a flat earnings profile next year. And I guess I'm wondering, you've already indicated the loss of the share repurchase program, which is roughly I guess in the range of a dime. You are looking at the potential for lower usage on the part of utility customers, a fairly weak commodity pricing environment. Can you give us some of the... and those have seemed to be more recent in terms of the third quarter call, what are some of the positive that would offset that? John W. Rowe - Chairman and Chief Executive Officer: I assumeall of the risk factors that you named are relevant and bring with... Matt calls pressure and I call stress. But Chris is putting together our budget efforts as we speak. I think by the time you see us at the EEI Financial Conference, we'll have a real numerical range to give you. I continue to believe that by squeezing in a number of places on cost, both on the capital and the O&M side that we will find a way to keep these earnings flat. But we'll give you a better numerical range as soon as we can. This is why we announced a few weeks ago that we have asked Chris and Matt to lead a new cost reduction effort. We have been absolutely committed in these companies to putting the best money into our nuclear fleet we can, rebuilding the reliability of both deliveries systems. And I think those efforts have to leave us with some room for further cost reductions when customer demand growth is slumping and so we're out hunting and I think we can finally not to at least offset some of the risk factors you've mentioned. At the same time I would say that the hedging program is obviously terribly important here. Ken has a significant portion of Genco's revenues for next year relatively fixed. Putting all this into a slightly different language, we know there is more pressure than opportunity in '09 in the kind of the economy we are looking at. I leave it to you to decide we are resilient to deal with that pressure is, but I think its here. Paul Fremont - Jefferies & Co: So if I heard you correctly the company plans on giving '09 guidance at the EEI conference. John W. Rowe - Chairman and Chief Executive Officer: That's it, that's correct. You heard that correctly.

Thank you. John W. Rowe - Chairman and Chief Executive Officer: Next question please.

Your next question is from Annie Saul [ph] with Alliance Bernstein. John W. Rowe - Chairman and Chief Executive Officer: Good morning.

Good morning everyone. My question is the follow-up after Leslie. Bad debt expense question is, you did indicate that you see in the fourth quarter that the expense should be ... would be higher. If both PECO and ComEd. And if we go through the recession for next year what kind of trend then we should be forecasting in our model then for the bad debt? Matthew F. Hilzinger - Senior Vice President and Chief Financial Officer and Chief Financial Officer, Generation: This is Matt Hilzinger. In the fourth quarter we're looking at somewhere around I would say $0.02 to $0.04 in terms of kind of bad debt, which is really kind of in line with our expectation that we had in the third quarter for what we thought would happen in the fourth quarter. Clearly there is some pressure that we're seeing from the economy and as John alluded to we're looking at a relation to our guidance and I think I'll let you guys take a stab at least initially in terms of what you think may happen in terms of bad debt. But clearly I think its going to be a bit higher than it has been on a historical level, albeit you have to normalize PECO, because I think PECO's had a normally high bad debt expense in relation to some of the issue from their cut-offs. And, their systems conversion. John W. Rowe - Chairman and Chief Executive Officer: Denis do you want to add anything to what Matt just said. Denis P. O'Brien - Executive Vice President, Exelon Corporation; President and CEO, PECO Energy: The only thing I would add is, I think we've got a good program here in terms of both guarding the front door... the new system allows us a much more capability than our old system. We think we have the reserve in about the right place and we don't see our uncollectible expenses are very much different in the fourth quarter of this year from the fourth quarter of last year. John W. Rowe - Chairman and Chief Executive Officer: Thank you Denis.

Thank you. Chaka Patterson - Investor Relations: Last question operator.

Your last question comes from the line of Rick Hayden [ph] with Deutsche Assets.

Yes, thank you. John W. Rowe - Chairman and Chief Executive Officer: Good morning, Dick.

Good morning, well, John, thank you very much for highlighting the strength of the company and also the dividend. That always kind of reinsures the strength of the company. Have you heard from NRG at all on their response? John W. Rowe - Chairman and Chief Executive Officer: We have not.

Oh I see. And this question about bad debt, when you said it is unrecoverable, did you say that you're not going to try to recover it in the next rate case or you just forego it or you will still have a--? John W. Rowe - Chairman and Chief Executive Officer: Let me state what I believe the right answer is Rick. Anne Pramaggiore or Bob McDonald who are watching over me here can correct me if I misstate, but I think I have data. There is no revolving procedure for this bad debt expense of either retail company. So, all you can do is basically put it in a test year in a future rate case and try to get it going forward. But that's not the same as recovering what you lost this year. Did I state that correctly Anne? Anne R. Pramaggiore - Executive VP, Divisional: Yes, I think. What Leslie was probably alluding to is do we have a rider that allows us to capture some of these cost between rate cases and we do not. So, what that means is we go in for the next rate case and we lay out our bad debt and our senses will gravitate towards a future rate case the next time around what our estimates will be on bad debt and put that in front of the Commission.

So does mean that this not like a fuel cost recovery that you recover later on you have still have to make a case for it. Anne R. Pramaggiore - Executive VP, Divisional: That's right. John W. Rowe - Chairman and Chief Executive Officer: You've exactly right Rick.

Okay, thank you. John W. Rowe - Chairman and Chief Executive Officer: Rick, Thank you. John W. Rowe - Chairman and Chief Executive Officer: All right. Thank you, operator. That concludes our call.

Thank you. This concludes today's conference call. You may now disconnect. .