6/15/2011

Form 425

425 1 d425.htm FORM 425

Filed by Exelon Corporation (Commis s ion File No. 1-16169) Purs uant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Cons tellation Energy Group, Inc. (Commis s ion File No. 1-12869) The following is a trans cript of a video of a dis cus sion of post-merger integration is sues by the Exelon and Constellation integration team leaders that was made available to employees of Exelon on June 15, 2011.

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6/15/2011

Form 425

EXELON CONSTELLATION ENERGY

INTEGRA TION INFORM ATION

Integration Kickoff Part 3

Steve W oerner, Chief Integration Officer, Cons tellation Ron DeGregorio, Chief Integration Officer, Exelon

Transcribed by: Robin C. Comotto, Notary Public 1

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(Recording begins.) [Question pos ed: Are we s till competitors ?] MR. W OERNER: W e mus t remain as if we are competitors becaus e we are competitors , up until the deal is actually clos ed. So that means , more s pecifically, we have the Power Team busines s within Exelon, we have Cons tellations wholesale/retail trading operation. Today, they are competitors. They s hould s tay competitors until we actually close the deal. MR. DEGREGORIO: You folks that are doing integration planning, youre in s pecial roles. You are allowed to work together right now, whereas our bus iness es need to s tay separate for anti-trust reas ons. MR. W OERNER: At certain points, later in the proces s, well want to get into a level of joint des ign and well have to do s o carefully, within certain legal s afeguards to insure that we maintain a competitive environment. 2

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Form 425

[Question pos ed: What can employees do to encourage s ucces s?] MR. DEGREGORIO: One of our success meas ures is how well our employees feel, in terms of communication, as we go through this process . People are going to want to hear about decis ions when theyre made. Were going to try to communicate that well. So I think one thing they can do is s tay tuned to thos e communication vehicles. Theyll be internet s ite information, media, print media. Stay in tune. But ask ques tions about it. Get involved. As we go along in this process , there will be more and more opportunities for people to get involved. And s o volunteering thems elves through their s upervision to get involved in s ome of the activities, I think, is s omething that they could do. MR. W OERNER: In addition to that, lets not minimize the complexity of running our exis ting operations with a large number of people being 3

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Form 425

pulled out to do integration planning. Thats a significant burden on thos e that are left to run the organization, as effectively and deliver on their plan results , as effectively as if all thos e folks were there to help them. Theyre not. And s o its not a question of its a privilege to be s elected for this . W e have placed a great amount of res pons ibility on both sets of employees and leaders to deliver on the plan and deliver on the implementation. [Question pos ed: What are the people like?] MR. W OERNER: So one of the general ques tions that people as k is W hat are the people like? And I can hones tly s ay I had great interactions with every single Exelon pers on that Ive met. Each person is interes ted in understanding more about my background, who am I, where do I live, a little bit about me same as I am with them. In addition to that, they know their s tuff. So weve got a quality team, both on the 4

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Form 425

Constellation and the Exelon side, and I believe we will be well-equipped to s taff the new organization with the collective talent thats involved. MR. DEGREGORIO: One of the things thats really exciting for me Im a Philadelphia guy with a Chicago-bas ed headquartered company, but Ive always felt that Exelon, s ince the merger with PECO and ComEd, Exelon always had a Philadelphia pres ence. And s o now were down in Baltimore, Im down in Baltimore a lot, and really enjoying it, and Im really excited and jazzed up about Baltimore now being a third city that Exelon can have as a home city. MR. W OERNER: (Nods head in agreement.) (Recording ends .) 5

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