rrd87503_98549.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TjrkNbyJKU+7tvYFhNLpdvNKDBDCLqEo2BL9/mda5iTTT8mDG64JXVJ3uXvLURej x6Jsi50lc0sTKnyE9LoaZw== 0001181431-05-068812.txt : 20051223 0001181431-05-068812.hdr.sgml : 20051223 20051223170251 ACCESSION NUMBER: 0001181431-05-068812 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051221 FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY GROUP INC CENTRAL INDEX KEY: 0001004440 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 521964611 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 750 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107832800 MAIL ADDRESS: STREET 1: 750 E PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION ENERGY CORP DATE OF NAME CHANGE: 19951220 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHATTUCK MAYO A III CENTRAL INDEX KEY: 0001087426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25931 FILM NUMBER: 051285840 BUSINESS ADDRESS: STREET 1: BALTIMORE GAS & ELECTRIC CO STREET 2: P.O. BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 BUSINESS PHONE: 4102345575 MAIL ADDRESS: STREET 1: BALTIMOR GAS & ELECTRIC CO STREET 2: P.O. BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 4 1 rrd101110.xml X0202 4 2005-12-21 0 0001004440 CONSTELLATION ENERGY GROUP INC CEG 0001087426 SHATTUCK MAYO A III 750 E. PRATT STREET BALTIMORE MD 21202 1 1 0 0 Chairman, Pres. & CEO CEG Common Stock 2005-12-21 4 M 0 1375000 27.93 A 1540576 D Common Stock 2005-12-21 4 M 0 92387 39.63 A 1632963 D Common Stock 2005-12-21 4 F 0 1051361 58.33 D 583964 D Common Stock 549.6255 I By 401(k) Plan Stock Options (right to buy) 27.93 2005-12-21 4 M 0 1375000 0 D 2012-02-05 Common Stock 1375000 0 D Stock Options (right to buy) 58.33 2005-12-21 4 A 0 975487 0 A 2005-12-21 2012-02-05 Common Stock 975487 975487 D Stock Options (right to buy) 39.63 2005-12-21 4 M 0 92387 0 D 2014-02-26 Common Stock 92387 184773 D Stock Options (right to buy) 58.33 2005-12-21 4 A 0 75874 0 A 2005-12-21 2014-02-26 Common Stock 75874 75874 D At the request of the issuer, the officer has exercised all vested options held by such officer for purposes of minimizing the amount of excise taxes and tax gross-up payable by the issuer on behalf of the officer pursuant to Section 4999 of the Internal Revenue Code. Shares were withheld to pay exercise prices and taxes due on the total of 1,467,387 stock options exercised on 12/21/05. This amount includes shares obtained through reinvested dividends since the Form 4 filed on 2/28/05. This amount includes 84.4815 shares acquired since the Form 4 filed on 2/28/05. These are employee stock options. Options vested on 2/5/03, 2/5/04, 2/5/05, and 12/16/05. Represents replacement options granted to the officer following exercise of existing vested options on 12/21/05. The aggregate number of replacement options received is equal to the total number of options exercised less the actual shares received by the officer upon exercise of the options. Options vest in three installments beginning on 2/26/05. The second and third installments will vest on 2/26/06 and 2/26/07, respectively. Charles A. Berardesco, Attorney-In-Fact 2005-12-22 EX-24. 2 rrd87503_98549.htm POWER OF ATTORNEY FOR MAYO SHATTUCK III, CONSTELLATION ENERGY GROUP, INC. rrd87503_98549.html


POWER OF ATTORNEY


	Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles A. Berardesco, Sean J. Klein, and Constance F. Smith, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Constellation Energy Group, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and Form 144 in accordance with Rule 144 promulgated under the Securities Act of 1933, or any successor forms thereto;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or Form 144, and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully for all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 promulgated under the Securities Act of 1933.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of January 2005.


       							/s/ Mayo A. Shattuck III
       								Signature


       							    Mayo A. Shattuck III
       								Print Name

-----END PRIVACY-ENHANCED MESSAGE-----