UPDATE 3-NRG again defers decision on Exelon bid

(Adds comment from Exelon, investor)

By Michael Erman

NEW YORK Nov 4 (Reuters) - NRG Energy Inc (NRG.N) again onTuesday deferred taking a position on Exelon Corp's (EXC.N) unsolicited bid, responding to a letter Exelon sent more than two weeks after it made its initial offer for the power company.

NRG Chief Executive David Crane and Chairman Howard Cosgrove said in a letter to Exelon that NRG's board was "mindful of its fiduciary duties.

"The NRG board of directors is taking the proposal seriously and undertaking a thorough and diligent review of the proposal," they wrote. They said they would respond promptly when the review was completed.

That message was a response to a letter from Exelon CEO John Rowe, sent on Monday.

According to the letter, which NRG released along with its own, Rowe argued that NRG's board "has had adequate time to act and further delay in responding is creating uncertainty for your shareholders and other stakeholders."

Rowe wrote that Exelon "will get to a point soon where we consider it appropriate to take our offer directly to NRG shareholders rather than continue to wait for the NRG board to act."

He also wrote that he believed that refinancing NRG's debt would not be an impediment to the deal and that Exelon has had very positive meetings with financial institutions about financing for a possible transaction.

Exelon unveiled its unsolicited bid for NRG on Oct. 19, offering to pay 0.485 Exelon share for each NRG share, equal to about $27.82 a share at current prices.

The deal would create the nation's largest power producer.

"We are pleased that the NRG board is reviewing our proposal thoroughly, and we hope they will respond very soon," Exelon spokeswoman Judy Rader said in a statement.

Rader said the company was ready to meet with NRG management, its board and its advisers to discuss the proposed deal.

NRG's brief response didn't seem to give away how they were leaning, said Barry Abramson, utility analyst at Gabelli Asset Management, which owns shares in both companies.

"I don't know whether they think the offer is inadequate or whether they just want Exelon to go away," Abramson said.

"Because we're in a very unusual environment, it may just take longer for a company like NRG to decide."

NRG shares closed up $2.05, or 9.1 percent, at $24.50 on the New York Stock Exchange. (Reporting by Michael Erman; Editing by Gary Hill, Leslie Gevirtz)