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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 23, 2006 (June 23, 2006)

Commission File Number	Exact name of registrant as specified in its charter	IRS Employer  Identification No.
1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611

MARYLAND

(State of Incorporation of both registrants)

750 E. PRATT STREET,	BALTIMORE, MARYLAND	21202
(Address of principal executive offices)		(Zip Code)
410-783-2800
(Registrants’ telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement

Mayo A. Shattuck III, Chairman, President and Chief Executive Officer of Constellation Energy, executed a Waiver and Release, dated June 23, 2006. In the Waiver and Release, Mr. Shattuck waived certain payment and benefit rights he otherwise would have in connection with the completion of Constellation Energy’s proposed merger with FPL Group, Inc. Specifically, he waived any right (a) to assert that completion of the proposed merger would accelerate the vesting of any benefits under Constellation Energy’s Senior Executive Supplemental Plan (the “Supplemental Plan”); (b) to accelerated vesting of any benefits under the Supplemental Plan as a result of changes (following completion of the proposed merger) to his compensation, executive responsibilities or positions that are contemplated by and not otherwise in breach of the employment letter agreement dated December 18, 2005, between Mr. Shattuck and Constellation Energy; (c) to a prorated payout of the maximum amount of his annual incentive award under Constellation Energy’s Executive Annual Incentive Plan, if his employment with Constellation Energy were to be terminated after completion of the proposed merger; and (d) under Constellation Energy’s 2002 Executive Long-Term Incentive Plan, to accelerated vesting of, and payment in cash upon completion of the proposed merger for, certain shares of restricted stock held by Mr. Shattuck.

The foregoing summary is qualified in its entirety by the Waiver and Release, a copy of which is filed as Exhibit 10 to the Form 8-K and is incorporated herein by reference.

Additional Information and Where to Find It. Constellation Energy and FPL intend to file a registration statement of Constellation Energy on Form S-4 containing a joint proxy statement/prospectus of Constellation Energy and FPL, which will include material relating to the meetings of shareholders to vote on the approval of matters related to the proposed transaction. Investors and security holders of Constellation Energy and FPL are urged to read the joint proxy statement/prospectus to be filed by Constellation Energy and FPL and other relevant materials when they become available because they will contain important information about Constellation Energy, FPL and the proposed transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov. In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtain free of charge from Constellation Energy, Shareholder Services, 750 East Pratt St., Baltimore, Maryland 21202, or from FPL, Shareholder Services, P.O. Box 14000, 700 Universe Blvd., Juno Beach, Florida 33408-0420.

No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation. Constellation Energy, FPL and their respective executive officers and directors may be deemed, under the rules of the Securities and Exchange Commission, to be participants in the solicitation of proxies from Constellation Energy’s and/or FPL’s shareholders with respect to the proposed transaction. Information regarding the officers and directors of Constellation Energy is included in its definitive proxy statement for its 2005 annual meeting filed with the Securities and Exchange Commission on April 13, 2005. Information regarding the officers and directors of FPL is included in its definitive proxy statement for its 2005 annual meetings filed with the Securities and Exchange Commission on April 5, 2005. Information regarding J. Brian Ferguson, a director of FPL elected since the date of the filing of the 2005 definitive proxy statement, can be found in FPL’s filing on Form 10-Q dated August 4, 2005. More detailed information regarding the identity of potential participants, and their interests in the solicitation, will be set forth in the joint proxy statement/prospectus and other materials to be filed with the Securities and Exchange Commission in connection with the proposed transaction.

Forward-Looking Statements. This filing includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for example, statements regarding the completion of the proposed merger between Constellation Energy and FPL. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believe,” “could,” “estimated,” “may,” “plan,” “potential,” “projection,” “target,” “outlook”) are not statements of historical facts and may be forward-looking. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include, for example, the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of FPL or Constellation Energy stockholders to approve the transaction; and other specific factors discussed in documents filed with the Securities and Exchange Commission by both FPL and Constellation Energy. These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Constellation Energy will file with the SEC in connection with the proposed merger. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Neither Constellation Energy nor FPL undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this filing.

ITEM 9.01. Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Description
10	Waiver and Release dated June 23, 2006 by Mayo A. Shattuck III

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CONSTELLATION ENERGY GROUP, INC.
	(Registrant)
Date:      June 23, 2006	/s/ Charles A. Berardesco
	Charles A. Berardesco
	Associate General Counsel, Chief Compliance Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10	Waiver and Release dated June 23, 2006 by Mayo A. Shattuck III

EX-10

Exhibit 10

EXECUTION COPY

WAIVER AND RELEASE

This WAIVER AND RELEASE, dated June 23, 2006 (the “Waiver”), is made by and entered into by Mayo A. Shattuck III.

WHEREAS, Constellation Energy Group, Inc., a Maryland corporation (the “Company”) and I are parties to that certain Amended and Restated Change in Control Agreement, dated December 16, 2005 (the “CIC Agreement”) and also are parties to that certain Employment Agreement, dated December 18, 2005 (the “Employment Agreement”); and

WHEREAS, after due consideration, I have decided to waive certain rights that I may have (or become entitled to assert in the future) following completion of the proposed merger between the Company and FPL Group, Inc. (the “Merger”), under the CIC Agreement, the Employment Agreement, the Company’s Senior Executive Supplemental Plan (the “SERP”) and certain other benefit plans of the Company. Capitalized terms used herein without separate definition shall have the respective meanings ascribed to them in the Employment Agreement.

NOW, THEREFORE, in consideration of the foregoing, the Company’s confirmation (as contemplated below) that certain benefits, incentives and entitlements will continue in effect for me after the completion of the Merger and shall remain available to me and will not be cashed out, cancelled or modified, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, I hereby agree as follows:

1.Notwithstanding anything to the contrary in the CIC Agreement, the Employment Agreement or the SERP, I hereby irrevocably waive any and all rights (a) to assert that the completion of the Merger or any of the other Transactions, will, for purposes of the SERP, constitute a “Change in Control” (as such term is defined in the SERP), (b) under the SERP arising from the occurrence of an “entitlement event” in connection with the Merger or the Transactions for purposes of Section 5(c)(iv)(1) of the SERP or (c) under clause (ii) of Section 2(b) of the CIC Agreement arising from any “Qualifying Termination” (as defined in the CIC Agreement) of my employment; provided, that neither clause (c) of this sentence nor any other provision of this Waiver shall in any way affect my rights to payments or benefits under the SERP in connection with (i) my retirement pursuant to Section 5(b)(i) of the SERP on or after my “Normal Retirement Date” provided that on my “Severance From Service Date” (as defined in the SERP) I have satisfied the age and credited services requirements of Section 5(b)(i) of the SERP or (ii) the entitlement events set forth in Sections 5(c)(iv)(2) or (3) of the SERP (it being agreed, however, that my rights in connection with the occurrence of an entitlement event under Section 5(c)(iv)(3) of the SERP arising as a result of my “involuntary Demotion” or “involuntary Termination From Employment with Constellation Energy Group without Cause” shall be subject to the terms of the waiver set forth in paragraph 2 below); provided further, that clause (c) of this sentence does not apply to any termination of my employment following any subsequent “Change in Control” (as such term is defined in the CIC Agreement) of the Company that occurs after completion of the Merger and the other Transactions. Consistent with clauses (a), (b) and (c) of the first sentence of

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this paragraph 1, I hereby irrevocably waive any and all rights arising from (1) the first sentence of Section 7 of the Employment Agreement and agree that such Section 7 shall be applied as if the first sentence had been deleted in its entirety and (2) except for an event covered by Sections 5(b)(i), 5(c)(iii), 5(c)(iv)(2) or 5(c)(iv)(3) of the SERP (subject, in the case of Section 5(c)(iv)(3) to the extent set forth in this paragraph 1, to the terms of the waiver set forth in paragraph 2 below), the second sentence of Section 7 of the Employment Agreement as it applies to the SERP.

2.I hereby irrevocably waive any and all rights under Section 5(c)(iv)(3) of the SERP as the result of the occurrence of an “involuntary Demotion” or an “involuntary Termination from Employment with Constellation Energy Group without Cause” arising from (a) changes to my compensation, executive responsibilities or positions with the Company that are made in connection with the Merger or the other Transactions as contemplated by the Employment Agreement, including without limitation my relinquishing of the offices and responsibilities of President and Chief Executive Officer and the redefinition of my responsibilities as a senior executive officer of the Company (including as Chairman of the Board of Directors of the Company (the “Board”)), or (b) changes to my compensation, executive responsibilities or positions with the Company made thereafter, if in accordance with the terms of the Employment Agreement. This Waiver shall not apply to any circumstance in which I shall cease to hold the position of Chairman of the Board (even if I continue to serve as a director of the Company), or in which my compensation, executive responsibilities or positions with the Company are reduced or modified in breach of the terms of the Employment Agreement, and I acknowledge that should any such circumstance occur, the determination of whether an “involuntary Demotion” or an “involuntary Termination from Employment with Constellation Energy Group without Cause” has occurred for purposes of the SERP shall be determined in accordance with the terms of the SERP.

3.I hereby irrevocably waive any and all rights (a) under Section 8 of the Company’s Executive Annual Incentive Plan (the “Annual Incentive Plan”) as it may apply to any separation from service after completion of the Transactions, provided that this Waiver does not apply to any separation from service following any subsequent change in control of the Company (as such term is defined in the Annual Incentive Plan) that occurs after completion of the Transactions, and (b) under Section 13 of the Company’s 2002 Executive Long-Term Incentive Plan (the “2002 LTIP”) to accelerated vesting upon completion of the Transactions with respect to the shares of restricted stock that I hold that are outstanding under the 2002 LTIP and that are scheduled to vest in January 2007 (the “Restricted Stock”) and the payment to me of any gain in cash on the Restricted Stock upon completion of the Transactions, subject to the Company’s confirmation (which shall be evidenced by its acceptance of this Waiver, as provided for on the signature page of this Waiver) that the Restricted Stock will remain outstanding following completion of the Merger and the other Transactions and continue to be subject to vesting in accordance with the terms of the Restricted Stock.

4.In support of the foregoing waivers, I forever release and discharge the Company and its affiliates and representatives (collectively, “Releasees”) from any and all causes of action,

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judgments, liens, indebtedness, damages, losses, claims (including attorneys’ fees and costs), liabilities and demands of whatever kind and character in connection with, relating to or in any way derivative of any claims, demands or requests for, or rights with respect to, payments or benefits that have been waived by me pursuant to this Waiver.

5.The effectiveness of this Waiver shall be subject to (a) the receipt by the Company of consent of FPL Group, Inc., in accordance with the Merger Agreement and (b) the approval of the Compensation Committee of the Board of changes to my compensation and benefits, and to the application to me of my continuing rights under the SERP and the Company incentive plans and benefits, as contemplated by this Waiver, and such plans and programs, including the SERP, the Annual Incentive Plan and the 2002 LTIP, which consent and approval have been obtained prior to the Company’s execution and acceptance of this Waiver, as evidenced by such execution and acceptance.

6.If the Merger Agreement is terminated in accordance with it terms prior to the completion of the Merger, this Waiver shall be null and void as of the date on which the Merger Agreement is terminated.

7.I am executing this Waiver without reliance on any promise, warranty or representation by any third party (or any third party’s representative), other than as expressly set forth in this Waiver.

8.This Waiver shall bind my heirs, personal representatives, successors and assigns.

9.This Waiver shall not be modified except by means of a writing signed by me and the Company.

10.This Waiver is made and entered into in the State of Maryland and shall in all respects be interpreted and enforced in accordance with Maryland law.

11.If any provision of this Waiver should be deemed or held invalid or unenforceable, in whole or in part, by a court of law, such determination shall not affect any other provision of this Waiver.

[Signature page follows]

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*  *  *

IN WITNESS WHEREOF, this Waiver has been duly executed this 23rd day of June, 2006 by Mayo A. Shattuck III.

/s/ Mayo A. Shattuck III                    
Mayo A. Shattuck III

State of Maryland)

City of Baltimore) ss.

Sworn to and subscribed before me on the 23rd day of June, 2006.

/s/ Holly Anne Hertsgaard                
Notary Public’s Signature

My Commission Expires 2-1-08

(SEAL)

Accepted by:

CONSTELLATION ENERGY GROUP, INC.

By:/s/ Irving B. Yoskowitz                       
Name:  Irving B. Yoskowitz
Title:  Executive Vice President and General Counsel

Date of acceptance:  June 23, 2006

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