8-K

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): March 9, 2012

Commission File Number	Exact name of registrant as specified in its charter	IRS Employer Identification No.
1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611
	100 CONSTELLATION WAY, BALTIMORE, MARYLAND	21202
	(Address of principal executive offices)	(Zip Code)

410-470-2800

(Registrant’s telephone number, including area code)

1-1910	BALTIMORE GAS AND ELECTRIC COMPANY	52-0280210
2 CENTER PLAZA, 110 WEST FAYETTE STREET, BALTIMORE, MARYLAND		21201
	(Address of principal executive offices)	(Zip Code)

410-234-5000

(Registrant’s telephone number, including area code)

MARYLAND

(State of Incorporation of both registrants)

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:

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

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

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

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

Introductory Note

On March 12, 2012, Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), completed the previously announced merger (the “Merger”) with Bolt Acquisition Corporation, a Maryland corporation (“Merger Sub”) and a wholly-owned subsidiary of Exelon Corporation, a Pennsylvania corporation (“Exelon”), in accordance with the Agreement and Plan of Merger, dated as of April 28, 2011, by and among Constellation, Exelon and Merger Sub (the “Merger Agreement”). Constellation is the surviving corporation in the Merger and, as a result of the Merger, became a wholly-owned subsidiary of Exelon. Pursuant to the Merger, among other things, each issued and outstanding share of the common stock, without par value, of Constellation (other than shares owned by Exelon or Merger Sub, or held by Constellation or its subsidiaries, which were cancelled as a result of the Merger), including grants of restricted stock (collectively, “Constellation Common Stock”), automatically converted into the right to receive 0.930 shares of common stock (the “Exchange Ratio”), without par value, of Exelon (“Exelon Common Stock”).

Item 1.01. Entry into a Material Definitive Agreement.

Immediately following the completion of the Merger, Exelon and Constellation completed a series of internal corporate organizational restructuring transactions. These internal restructuring transactions have no effect on the conversion of Constellation Common Stock into Exelon Common Stock that occurred as a result of the Merger. On March 12, 2012, shortly following completion of the Merger, Constellation entered into an Agreement and Plan of Merger with Exelon (the “Upstream Merger Agreement”), pursuant to which Constellation merged with and into Exelon, with Exelon surviving the merger (the “Upstream Merger”). The separate existence of Constellation ceased as a result of the Upstream Merger, and the shares of Constellation Common Stock that are held by Exelon, which are the only shares of Constellation Common Stock that are issued and outstanding after the Merger and immediately prior to the Upstream Merger, were cancelled and retired. In connection with and effective concurrently with the Upstream Merger, on March 12, 2012, Exelon, Constellation and RF HoldCo LLC, a Delaware limited liability company and subsidiary of Constellation (“RF HoldCo”), entered into a Distribution and Assignment Agreement (the “Distribution and Assignment Agreement”), pursuant to which Constellation, which owned 100% of RF HoldCo’s Class A membership interests (“Membership Interests”), distributed, assigned, transferred and conveyed all of its Membership Interests to Exelon, and Exelon, pursuant to a Contribution and Assignment Agreement, contributed the Membership Interests to Exelon Energy Delivery Company, LLC (“Exelon Energy Delivery”). Upon the completion of such transfers, Exelon Energy Delivery became a member of RF HoldCo, which holds all the shares of common stock of Baltimore Gas and Electric Company (“BGE”), and Exelon and Constellation ceased to be a member of RF HoldCo.

The foregoing summary of the Upstream Merger Agreement and the Distribution and Assignment Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Upstream Merger Agreement and the Distribution and Assignment Agreement, which are attached as Exhibit 2.2 and 2.3, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

As described above in the Introductory Note to this Current Report on Form 8-K, pursuant to the Merger Agreement and upon completion of the Merger, each issued and outstanding share of Constellation Common Stock automatically converted into the right to receive 0.930 shares of Exelon Common Stock. All options to purchase Constellation Common Stock under Constellation’s stock plans converted into options to acquire a number of shares of Exelon Common Stock as adjusted for the Exchange Ratio at an option price adjusted by the Exchange Ratio and otherwise on the same terms and conditions. All awards of Constellation unvested restricted stock granted prior to April 28, 2011, that were outstanding as of immediately prior to the consummation of the Merger became vested on a pro rata basis (determined based upon the number of months from the start of the applicable restricted period to the closing of the Merger) and converted into Exelon Common Stock at the Exchange Ratio in accordance with the applicable stock plan and award agreement terms. All Constellation restricted stock that remained unvested on a pro rata basis pursuant to the foregoing formula, and any Constellation unvested restricted stock granted after April 28, 2011, has been assumed by Exelon and automatically converted into shares of unvested restricted stock of Exelon at the Exchange Ratio. Likewise, all restricted stock units granted under Constellation’s stock plans and outstanding immediately prior to the completion of the Merger became vested on a pro rata basis (determined based upon the number of months from the start of the applicable restricted period to the closing of the Merger) and have been assumed by Exelon and automatically converted into a number of shares of Exelon Common Stock equal to the product of (i) the total number of shares of Constellation Common Stock subject to such grant of restricted units and (ii) the Exchange Ratio. In addition, all outstanding Constellation performance units under the Constellation Amended and Restated 2007 Long-Term Incentive Plan became vested on a pro rata basis (determined based on the number of months from the start of the applicable performance period to the completion of the merger) and, to the extent that such performance units became so vested, the holder is entitled to a cash payment within thirty days after completion of the Merger in an amount equal to $2.00 multiplied by the total number of performance units that became vested as of the completion of the Merger. With Exelon’s consent, Constellation modified the terms of the performance units so that the performance units that did not become so vested as of immediately prior to completion of the Merger were cancelled with the holder of each such unit becoming entitled to a payment at the target performance level of $1.00 per cancelled unit.

The information under Item 1.01 relating to the internal restructuring transactions is incorporated herein by reference.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to Constellation’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2011 and which is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, Constellation notified the New York Stock Exchange (the “NYSE”) and the Chicago Stock Exchange (“CSE”) that on March 12, 2012 each issued and outstanding share of the Constellation Common Stock automatically

converted into the right to receive 0.930 shares of Exelon Common Stock. On March 12, 2012, Constellation requested that the NYSE and the CSE file with the SEC an application on Form 25 to report that the shares of Constellation Common Stock are no longer listed on the NYSE and CSE, respectively. In addition, Constellation intends to file with the SEC a certification and notice of termination on Form 15 requesting the suspension of reporting obligations under Section 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

A copy of the press release announcing the delisting of Constellation Common Stock from the NYSE and the CSE is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders

The information under Item 2.01 is incorporated herein by reference.

On March 12, 2012, by operation of law, in connection with the Upstream Merger, Exelon succeeded to all of Constellation’s rights and obligations under the 2006 Indenture, dated July 24, 2006, as supplemented by the First Supplemental Indenture, dated June 27, 2008 (the “2006 Indenture”), by and between Constellation and Deutsche Bank Trust Company Americas, as trustee, relating to Constellation’s 8.625% Series A Junior Subordinated Debentures due 2063. In connection with the Upstream Merger, Exelon executed a supplemental indenture to the 2006 Indenture. For further information regarding the supplemental indenture, please see Items 2.03 and 3.03 of the Current Report on Form 8-K of Exelon filed with the SEC on March 14, 2012.

Item 5.01. Changes in Control of the Registrant

As a result of the Merger, a change in control of Constellation occurred, and Constellation became a wholly-owned subsidiary of Exelon. In addition, a change in control of BGE occurred, and as a result of the transactions described under Item 1.01, Exelon Energy Delivery owns 100% of the Class A Membership Interests of RF Holdco, which holds all the common equity of BGE. The information under Items 2.01 and 5.02 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the terms of the Merger Agreement, upon completion of the Merger, Christopher Crane, the sole director of Merger Sub, became the sole director of Constellation. Effective upon completion of the Merger, therefore, each previous member of Constellation’s Board of Directors (the “Constellation Board”) ceased to hold his or her position as a director of Constellation. This was not a result of any disagreements between Constellation and the directors on any matter relating to Constellation’s operations, policies or practices.

On March 12, 2012, automatically under the terms of the Merger Agreement, upon completion of the Merger, each of the officers of Constellation immediately prior to the Merger became the officers of Constellation as the surviving corporation. Upon completion of the Upstream Merger, the officers and directors of Constellation ceased to hold their positions as Constellation is no longer in existence.

In addition, pursuant to the Merger Agreement upon consummation of the Merger, four Constellation directors, including Mayo A. Shattuck III, were appointed to the board of directors of Exelon. For further information regarding these individuals, please see Item 5.02 of the Current Report on Form 8-K of Exelon filed with the SEC on March 14, 2012.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, upon completion of the Merger, Constellation filed an amended and restated charter with the State Department of Assessments and Taxation of Maryland. In addition, the bylaws of Merger Sub as in effect immediately prior to the Merger became the bylaws of Constellation, as the surviving corporation in the Merger. Copies of the amended and restated charter and bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Upon completion of the Upstream Merger, Constellation ceased to exist.

Item 8.01. Other Events

On March 12, 2012, Constellation executed an Amendment to its Replacement Capital Covenant dated June 27, 2008 (the “Replacement Capital Covenant”). Constellation executed the Replacement Capital Covenant in favor of and for the benefit of each Covered Debtholder in connection with the issuance of $450,000,000 aggregate principal amount of its Series A Junior Subordinated Debentures. The intent and effect of the Amendment is to recognize, for purposes of calculating qualified replacement capital under the Replacement Capital Covenant, the proceeds from the issuance of any and all securities specified in the Replacement Capital Covenant, including but not limited to Common Stock, Rights to acquire Common Stock, Debt Exchangeable for Equity and Mandatorily Convertible Preferred Stock, after March 12, 2012 (the effective date of the Amendment) without regard to the date of such issuance.

Capitalized terms used but not defined in this Item 8.01 have the meanings set forth in the Replacement Capital Covenant, as amended.

The Replacement Capital Covenant is attached as Exhibit 4.1 and incorporated herein by reference. A copy of the Amendment is attached hereto as Exhibit 4.2.

As a result of the Upstream Merger, Exelon succeeded to the rights and obligations of Constellation with respect to the Replacement Capital Covenant.

In addition, on March 12, 2012, by operation of law, in connection with the Upstream Merger, Exelon succeeded to all of Constellation’s rights and obligations under the following agreements: (i) the 1999 Indenture, dated as of March 24, 1999, as supplemented by the First Supplemental Indenture, dated January 24, 2003 (the “1999 Indenture”), by and between Constellation and The Bank of New York, as trustee, relating to Constellation’s 7.60% Fixed-Rate Notes due 2032 and Constellation’s 4.55% Fixed-Rate Notes due 2015, and (ii) the 2008 Indenture, dated June 19, 2008 (the “2008 Indenture”, and together with the 1999 Indenture, the “Indentures”), by and between Constellation and Deutsche Bank Trust Company Americas, as trustee, relating to Constellation’s 5.15% Notes due 2020. In connection with the Upstream Merger, Exelon and the relevant trustee has executed supplemental indentures to each of the Indentures. For further information regarding these supplemental indentures, please see Item 2.03 of the Current Report on Form 8-K of Exelon filed with the SEC on March 14, 2012.

On March 9, 2012, Constellation issued a press release announcing that Constellation had reached a settlement agreement with the Federal Energy Regulatory Commission (“FERC”) related to certain Constellation energy trading transactions in New York wholesale energy markets from September 2007 to December 2008. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

A copy of the joint press release announcing the completion of the Merger is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

* * * * *

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated April 28, 2011, by and among Exelon Corporation, Constellation Energy Group, Inc. and Bolt Acquisition Corporation (incorporated by reference to Exhibit 2.1 to Constellation’s Current Report on Form 8-K filed with the SEC on April 28, 2011).
2.2	Agreement and Plan of Merger, dated March 12, 2012, by and among Exelon Corporation and Constellation Energy Group, Inc.
2.3	Distribution and Assignment Agreement, dated March 12, 2012, by and among Exelon Corporation, Constellation Energy Group, Inc. and RF HoldCo LLC.
3.1	Amended and Restated Charter of Constellation Energy Group, Inc.
3.2	Bylaws of Constellation Energy Group, Inc.
4.1	Replacement Capital Covenant, dated June 27, 2008 (incorporated by reference to Exhibit 4(b) to Constellation’s Current Report on Form 8-K filed with the SEC on June 27, 2008).
4.2	Amendment to the Replacement Capital Covenant, dated March 12, 2012, amending the Replacement Capital Covenant, dated June 27, 2008.
99.1	Press Release, dated March 12, 2012, announcing the delisting of Constellation Common Stock from the NYSE and CSE.
99.2	Press Release, dated March 9, 2012, announcing the settlement agreement with the Federal Energy Regulatory Commission.
99.3	Joint Press Release, dated March 12, 2012, announcing the completion of the Merger.

SIGNATURE

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

	CONSTELLATION ENERGY GROUP, INC.
	(Registrant)
Date: March 14, 2012	/s/ Charles A. Berardesco
	Charles A. Berardesco
	Senior Vice President and General Counsel
	BALTIMORE GAS AND ELECTRIC COMPANY
	(Registrant)
Date: March 14, 2012	/s/ Charles A. Berardesco
	Charles A. Berardesco
	Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated April 28, 2011, by and among Exelon Corporation, Constellation Energy Group, Inc. and Bolt Acquisition Corporation (incorporated by reference to Exhibit 2.1 to Constellation’s Current Report on Form 8-K filed with the SEC on April 28, 2011).
2.2	Agreement and Plan of Merger, dated March 12, 2012, by and among Exelon Corporation and Constellation Energy Group, Inc.
2.3	Distribution and Assignment Agreement, dated March 12, 2012, by and among Exelon Corporation, Constellation Energy Group, Inc. and RF HoldCo LLC.
3.1	Amended and Restated Charter of Constellation Energy Group, Inc.
3.2	Bylaws of Constellation Energy Group, Inc.
4.1	Replacement Capital Covenant, dated June 27, 2008 (incorporated by reference to Exhibit 4(b) to Constellation’s Current Report on Form 8-K filed with the SEC on June 27, 2008).
4.2	Amendment to the Replacement Capital Covenant, dated March 12, 2012, amending the Replacement Capital Covenant, dated June 27, 2008.
99.1	Press Release, dated March 12, 2012, announcing the delisting of Constellation Common Stock from the NYSE and CSE.
99.2	Press Release, dated March 9, 2012, announcing the settlement agreement with the Federal Energy Regulatory Commission.
99.3	Joint Press Release, dated March 12, 2012, announcing the completion of the Merger.

EX-2.2

Exhibit 2.2

Execution Version

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated March 12, 2012 (this “Agreement”), between Exelon Corporation, a Pennsylvania corporation (“Exelon”) and its direct wholly-owned subsidiary, Constellation Energy Group, Inc., a Maryland corporation (“CEG”).

W I T N E S S E T H:

WHEREAS, Exelon is a business corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania;

WHEREAS, CEG is a corporation duly organized and existing under the laws of the State of Maryland;

WHEREAS, the Board of Directors of Exelon has adopted this Agreement and approved the merger of CEG with and into Exelon upon the terms and subject to the conditions set forth herein (the “Merger”) in accordance with the applicable provisions of the Pennsylvania Business Corporation Law (the “PBCL”);

WHEREAS, the Board of Directors of CEG has adopted this Agreement and approved the Merger in accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”);

WHEREAS, in connection with and simultaneously as part of the Merger, upon the terms and subject to the conditions set forth in that certain Distribution and Assignment Agreement (the “Distribution Agreement”), dated as of the date hereof, among Exelon, CEG and RF HoldCo LLC, a Delaware limited liability company and subsidiary of CEG (“RF HoldCo”), CEG shall distribute, assign, transfer and convey all of CEG’s right, title and interest in and to 100% of the Class A membership interests (the “Class A Membership Interests”) in RF HoldCo to Exelon, and Exelon shall accept and acquire all of CEG’s right, title and interest in and to the Class A Membership Interests (the “Distribution”);

WHEREAS, the acquisition of CEG by Exelon pursuant to the Agreement and Plan of Merger, dated April 28, 2011, by and among Exelon, CEG and Bolt Acquisition Corp., a Maryland corporation and a direct wholly-owned subsidiary of Exelon (the “Acquisition”), the Merger and the Distribution are all steps in an integrated plan; and

WHEREAS, for federal income tax purposes, it is intended that the Acquisition, the Merger and the Distribution qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and that this Agreement will be, and hereby is, adopted as a plan of reorganization.

NOW, THEREFORE, in consideration for the mutual agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Merger. Upon the terms and subject to the conditions hereof, and in accordance with the applicable provisions of the PBCL and the MGCL, CEG shall be merged with and into

Exelon at the Effective Time (as defined below). Exelon shall be the surviving entity of the Merger (the “Surviving Company”) and the separate existence of CEG shall cease. The Surviving Company shall continue its existence as a business corporation under the laws of the Commonwealth of Pennsylvania.

2. Effective Time. In order to effectuate the Merger, Exelon and CEG shall (a) file articles of merger with the Department of State of the Commonwealth of Pennsylvania, in such form as required by, and executed in accordance with, the PBCL and (b) file articles of merger with the State Department of Assessments and Taxation of the State of Maryland, in such form as required by, and executed in accordance with, the MGCL. The Merger shall become effective on such date and at such time as shall be specified in the articles of merger or as otherwise provided by the PBCL or the MGCL (the “Effective Time”).

3. Distribution. In connection with and as part of the Merger, Exelon and CEG shall effect the Distribution concurrently with the Merger upon the terms and subject to the conditions set forth in this Agreement and the Distribution Agreement.

4. Effect of Merger. The Merger shall have the effects specified in the PBCL, the MGCL and this Agreement. At the Effective Time, all of the rights, privileges and powers of Exelon and CEG, and all property, real, personal and mixed, and all debts due to Exelon and CEG, as well as all other things and causes of action belonging to Exelon and CEG shall be vested in the Surviving Company, and shall thereafter be the property of the Surviving Company. All of the debts, liabilities and duties of Exelon and CEG shall thenceforth attach to the Surviving Company, and may be enforced against the Surviving Company to the same extent as if such debts, liabilities and duties had been incurred or contracted by the Surviving Company.

5. Governing Documents. At the Effective Time, the Amended and Restated Articles of Incorporation of Exelon, as in effect immediately prior to the Effective Time, shall be the Amended and Restated Articles of Incorporation of the Surviving Company and shall continue in effect until thereafter amended in accordance with its terms and the PBCL. At the Effective Time, the Amended and Restated Bylaws of Exelon, as in effect immediately prior to the Effective Time, shall be the Amended and Restated Bylaws of the Surviving Company and shall continue in effect until thereafter amended in accordance with its terms and the PBCL.

6. Officers and Directors. The officers and directors of Exelon immediately prior to the Effective Time shall be the officer and directors of the Surviving Company from and after the Effective Time until their respective successors are elected.

7. Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of CEG issued and outstanding immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist. All issued and outstanding shares of common stock, without par value, of Exelon shall not be affected in any manner by the Merger.

8. Further Assurances. From time to time, as and when required by the Surviving Company or by its successors or assigns, there shall be executed and delivered on behalf of CEG such deeds and other instruments, and there shall be taken or caused to be taken by it all such

further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or confirm, of record or otherwise, in the Surviving Company the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of CEG, and otherwise to carry out the purposes of this Agreement. The officers and directors of the Surviving Company are fully authorized on behalf of CEG or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.

9. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

10. Amendment; Waiver. The parties may amend, modify or supplement this Agreement to the fullest extent permitted by the PBCL or the MGCL at any time prior to the filing of any certificate or other document relating to the Merger in such manner as may be agreed upon by them in writing.

11. Termination. This Agreement may be terminated at any time prior to the Effective Time by either party.

12. Miscellaneous.

(a) For Federal income tax purposes, it is intended that the Acquisition, the Merger and the Distribution qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and this Agreement will be, and hereby is, adopted as a plan of reorganization.

(b) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(c) Except to the extent required under the MGCL, this Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating hereto, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania (excluding the choice of law rules thereof).

(d) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, with effect as of the date first written above.

EXELON CORPORATION
a Pennsylvania corporation
By:	/s/ Christopher M. Crane
Name:	Christopher M. Crane
Its:	President
CONSTELLATION ENERGY GROUP, INC. a Maryland corporation
By:	/s/ Christopher M. Crane
Name:	Christopher M. Crane
Its:	President

EX-2.3

Exhibit 2.3

Execution Version

DISTRIBUTION AND ASSIGNMENT AGREEMENT

This Distribution and Assignment Agreement (the “Agreement”), dated as of March 12, 2012, is entered into by and between Exelon Corporation, a Pennsylvania corporation (“Exelon”), Constellation Energy Group, Inc., a Maryland corporation and subsidiary of Exelon (“CEG”), and RF HoldCo LLC, a Delaware limited liability company and subsidiary of CEG (“RF HoldCo”).

RECITALS

WHEREAS, CEG owns 100% of the Class A membership interests (the “Class A Membership Interests”) in RF HoldCo;

WHEREAS, in connection with and as part of the merger of CEG with and into Exelon (the “Upstream Merger”), CEG desires to distribute, assign, transfer and convey all of CEG’s right, title and interest in and to the Class A Membership Interests to Exelon, and Exelon desires to accept and acquire all of CEG’s right, title and interest in and to the Class A Membership Interests (the “Distribution”);

WHEREAS, upon the Distribution, Exelon agrees to be bound by the terms and conditions of the Operating Agreement of RF HoldCo, dated as of February 4, 2010 (the “Operating Agreement”) and thereupon be admitted as a member of RF HoldCo (the “Class A Member”);

WHEREAS, RF HoldCo desires to admit Exelon as the Class A Member pursuant to Sections 2.6 and 2.8 of the Operating Agreement; and

WHEREAS, concurrently with the admission of Exelon as the Class A Member, CEG desires to cease to be a member of RF HoldCo.

NOW, THEREFORE, in consideration for the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Distribution. Effective concurrently with the Upstream Merger on the date hereof, and on the terms and subject to the conditions set forth herein, CEG does hereby distribute, assign, transfer and convey to Exelon all of CEG’s right, title and interest in and to all of the Class A Membership Interests. Effective concurrently with the Upstream Merger on the date hereof, and on the terms and subject to the conditions set forth herein, Exelon does hereby accept all of CEG’s right, title and interest in and to the Class A Membership Interests.

2. Membership in RF HoldCo.

a. Concurrently with the Distribution described in Section 1 above, Exelon hereby agrees to be bound by the terms and conditions of the Operating Agreement and to be admitted as the Class A Member of RF HoldCo. RF HoldCo, pursuant to Sections 2.6 and 2.8 of the Operating Agreement, hereby admits Exelon as the Class A Member.

b. Concurrently with the admission of Exelon as the Class A Member of RF HoldCo, CEG shall and does hereby cease to be a member of RF HoldCo.

c. Following the admission of Exelon as the Class A Member of RF HoldCo, each of Exelon and RF HoldCo hereby acknowledge and agree that the terms and conditions of the Operating Agreement remain in full force and effect.

3. Representations of the Parties. Each of the parties hereto hereby represents and warrants to the other parties that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

4. Further Assurances. From time to time hereafter, each of the parties hereto hereby agrees to do all such acts and things and to execute and deliver, or cause to be executed and delivered all such documents, notices, instruments and agreements as may be necessary or desirable to give effect to the provisions and intent of this Agreement.

5. Successors and Assigns. This Agreement will be binding upon, inure to the benefit of and be enforceable by and against, the parties hereto and their respective successors and assigns.

6. Amendments. This Agreement may be changed, modified or terminated only by an instrument in writing signed by each of the parties hereto.

7. Governing Law; Jurisdiction. This Agreement shall be governed by, enforced under and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflicts of law provision or rule thereof. The parties irrevocably elect, as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the jurisdiction of, any state or federal court located in the State of Delaware. Each of the parties hereby waives any right to trial by jury in any action or proceeding relating to this Agreement or any actual or proposed transaction or other matter contemplated in or relating to this Agreement.

8. No Third Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights or remedies hereunder.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

2

10. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under applicable law, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

[Signature Page Follows]

3

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, with effect concurrently with the Upstream Merger.

EXELON CORPORATION
a Pennsylvania corporation
By:	/s/ Christopher M. Crane
Name:	Christopher M. Crane
Its:	President
CONSTELLATION ENERGY GROUP, INC. a Maryland corporation
By:	/s/ Christopher M. Crane
Name:	Christopher M. Crane
Its:	President
RF HOLDCO LLC a Delaware limited liability company
By:	/s/ Charles A. Berardesco
Name:	Charles A. Berardesco
Its:	Secretary

EX-3.1

Exhibit 3.1

Amended and Restated Charter of

CONSTELLATION ENERGY GROUP, INC.

FIRST: The name of the corporation is Constellation Energy Group, Inc. (the “Corporation”).

SECOND: The Corporation is formed for the purpose of carrying on any lawful business for which corporations may be organized under the general laws of the State of Maryland.

THIRD: The address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Incorporated, 351 West Camden Street, Baltimore, Maryland 21201.

FOURTH: The name and address of the resident agent of the Corporation are The Corporation Trust Incorporated, 351 West Camden Street, Baltimore, Maryland 21201. The resident agent is a Maryland corporation.

FIFTH: The total number of shares of stock that the Corporation has authority to issue is 1,000 shares of common stock, $0.01 par value per share. The aggregate par value of all shares of all classes of stock of the Corporation is $10.00. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

SIXTH: The Corporation shall have a board of one director unless the number is increased or decreased in accordance with the bylaws of the Corporation. The number of directors shall never be less than the minimum number required by the Maryland General Corporation Law. One director is in office at the time of this amendment and restatement and his name is Christopher J. Crane.

SEVENTH: (a) The Corporation reserves the right to make any amendment of the charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the charter, of any shares of outstanding stock.

(b) The Board of Directors of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the bylaws of the Corporation.

(c) The Board of Directors of the Corporation may, by articles supplementary, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

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EIGHTH: No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Directors may, in authorizing the issuance of shares of stock of any class, confer any preemptive right that the Board of Directors may deem advisable in connection with such issuance.

NINTH:

(a) (i) The Corporation shall indemnify

(i) its directors and officers, whether serving the Corporation or at its request any other entity, to the full extent required or permitted by the general laws of the State of Maryland, now or hereafter in force, including the advance of expenses, under the procedures and to the full extent permitted by law, and

(ii) other employees and agents, to such extent as shall be authorized by the Board of Directors or the Corporation’s bylaws and be permitted by law.

(ii) The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled.

(iii) The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the right to indemnification provided hereunder with respect to any act or omission occurring prior to such amendment or repeal.

(b) To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the limitation on liability provided to directors and officers hereunder with respect to any act or omission occurring prior to such amendment or repeal.

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EX-3.2

Exhibit 3.2

CONSTELLATION ENERGY GROUP, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board of Directors and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the Board of Directors.

Section 3. SPECIAL MEETINGS. The chairman of the board, president, chief executive officer or Board of Directors may call special meetings of the stockholders. Special meetings of stockholders shall also be called by the secretary of the Corporation upon the written request of the holders of shares entitled to cast not less than a majority of all the votes entitled to be cast at such meeting. Such request shall state the purpose of such meeting and the matters proposed to be acted on at such meeting. The secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the Corporation by such stockholders of such costs, the secretary shall give notice to each stockholder entitled to notice of the meeting.

Section 4. NOTICE. Not less than 10 nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid.

Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time

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to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter of the Corporation. Unless otherwise provided by statute or by the charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot.

Section 8. PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

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The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders or (b) if the action is advised, and submitted to the stockholders for approval, by the Board of Directors and a consent in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to the Corporation in accordance with the Maryland General Corporation Law. The Corporation shall give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action.

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ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the Maryland General Corporation Law, nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the

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business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the charter of the Corporation or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group.

The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7. VOTING. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws. If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the Chairman, shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

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Section 11. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Any vacancy on the Board of Directors for any cause other than an increase in the number of directors shall be filled by a majority of the remaining directors, even if such majority is less than a quorum. Any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors. Any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

Section 12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

Section 14. SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 15. RELIANCE. Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such counsel or expert may also be a director.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

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Section 2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the Committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant

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secretaries and assistant treasurers or other officers. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors, the chairman of the board, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 7. CHAIRMAN OF THE BOARD. The Board of Directors shall designate a chairman of the board. The chairman of the board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. The chairman of the board shall perform such other duties as may be assigned to him or her by the Board of Directors.

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Section 8. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or as vice president for particular areas of responsibility.

Section 10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.

Section 11. TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of

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Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

Section 13. SALARIES. The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors or a committee of the Board of Directors within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or such committee and executed by an authorized person.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Except as otherwise provided in these Bylaws, this Section shall not be interpreted to limit the authority of the Board of Directors to issue some or all of the shares of any or all of the Corporation’s classes or series without certificates. Each stockholder, upon written request to the secretary of the Corporation, shall be entitled to a

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certificate or certificates which shall represent and certify the number of shares of each class of stock held by him in the Corporation. Each certificate shall be signed by the chairman or vice chairman of the board, the chief executive officer, the chief operating officer, the president, the chief financial officer or a vice president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer of the Corporation. The signatures may be either manual or facsimile. Certificates shall be consecutively numbered; and if the Corporation shall, from time to time, issue several classes of stock, each class may have its own number series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. Each certificate representing shares which are restricted as to their transferability or voting powers, which are preferred or limited as to their dividends or as to their allocable portion of the assets upon liquidation or which are redeemable at the option of the Corporation, shall have a statement of such restriction, limitation, preference or redemption provision, or a summary thereof, plainly stated on the certificate. If the Corporation has authority to issue stock of more than one class, the certificate shall contain on the face or back a full statement or summary of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class of stock and, if the Corporation is authorized to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series. In lieu of such statement or summary, the certificate may state that the Corporation will furnish a full statement of such information to any stockholder upon request and without charge. If any class of stock is restricted by the Corporation as to transferability, the certificate shall contain a full statement of the restriction or state that the Corporation will furnish information about the restrictions to the stockholder on request and without charge.

Section 2. TRANSFERS. Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the charter of the Corporation and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When

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authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.

If no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

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Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the charter.

Section 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the charter of the Corporation, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

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ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XII

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

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EX-4.2

Exhibit 4.2

EXECUTION VERSION

Amendment (this “Amendment”), dated as of March 12, 2012 (the “Amendment Effective Date”), by Constellation Energy Group, Inc., a Maryland corporation (together with its successors and assigns, the “Corporation”), to the Replacement Capital Covenant, dated June 27, 2008 (the “Replacement Capital Covenant”), entered into by the Corporation in favor of and for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant).

Recitals

A. On June 27, 2008, the Corporation entered into the Replacement Capital Covenant in connection with the issuance of $450,000,000 aggregate principal amount of its Series A Junior Subordinated Debentures.

B. Pursuant to Section 4(b) of the Replacement Capital Covenant, the Corporation may amend the Replacement Capital Covenant without the consent of the Holders of the then-effective Covered Debt if such amendment is not adverse to the Holders of the then-effective Covered Debt and an officer of the Corporation delivers to such Holders a written certificate to that effect.

C. The intent and effect of this Amendment is to recognize, for purposes of calculating qualified replacement capital under the Replacement Capital Covenant, the proceeds from the issuance of any and all securities specified in Section 2 of the Replacement Capital Covenant after the Amendment Effective Date, without regard to the date of such issuance.

NOW, THEREFORE, the Corporation hereby amends each Replacement Capital Covenant as set forth in this Amendment.

SECTION 1. Definitions. (a) Capitalized terms used herein (including in the Recitals) and not otherwise amended or defined herein shall have the meanings set forth in the Replacement Capital Covenants.

(b) The definition of the term “Measurement Period” as set forth in Schedule I to the Replacement Capital Covenant is hereby deleted in its entirety and replaced in its entirety with the following definition:

“‘Measurement Date’ means March 12, 2012.”

SECTION 2. Amendment of Section 2 of the Replacement Capital Covenant. Section 2 of the Replacement Capital Covenant is hereby amended by replacing the words “within the applicable Measurement Period (without double counting proceeds received in any prior Measurement Period)” in subsection (a) thereof with the words “on or after the Measurement Date (without counting any received proceeds more than once for the purpose of the limitations set forth in this Section 2).”

SECTION 3. Miscellaneous. (a) Except as expressly amended hereby, all of the provisions of the Replacement Capital Covenants continue in full force and effect.

(b) This Amendment shall be governed and construed in accordance with the laws of the State of New York.

EXECUTION VERSION

IN WITNESS WHEREOF, the Corporation has caused this Amendment to Replacement Capital Covenant to be executed by a duly authorized officer as of the day and year first above written.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Christopher J. Budzynski
	Name:	Christopher J. Budzynski
	Title:	Assistant Treasurer

EX-99.1

Exhibit 99.1

Contact:	Judy Rader Corporate Communications 312-394-7417	FOR IMMEDIATE RELEASE
	Stacie Frank Investor Relations 312-394-3094

Constellation Energy Shares to be Delisted Following Merger with Exelon

Pro-Rated Dividends to be Paid to Constellation and Exelon Shareholders

CHICAGO AND BALTIMORE (March 12, 2012) – Exelon Corporation (NYSE: EXC) and Constellation Energy (NYSE: CEG) today announced that Constellation’s shares will no longer be listed on the New York Stock Exchange and the Chicago Stock Exchange and will cease being traded prior to the opening of markets on Tuesday, March 13, 2012. The action follows completion of Constellation’s merger with Exelon, creating the nation’s leading competitive energy provider.

Shareholders of both Constellation and Exelon will receive pro-rated dividends in order to synchronize the two companies’ dividends so that Constellation shareholders will receive dividends at Constellation’s rate through the day before closing and all Exelon shareholders (including former Constellation shareholders) will receive dividends at Exelon’s rate from the closing date and after. As previously declared by Constellation’s board of directors, a pro-rated dividend equal to $0.23760 per share of Constellation’s common stock will be paid on April 11, 2012, to Constellation shareholders of record at the close of business on March 9, 2012.

The Exelon board of directors previously declared a pro-rated dividend equal to $0.14575 per share of Exelon’s common stock, which will be paid on April 11, 2012, to Exelon shareholders of record at the close of business on March 9, 2012. The Exelon dividend declaration also included a second pro-rated dividend equal to $0.37925 per share of Exelon’s common stock, which will be paid to all Exelon shareholders of record, including the former Constellation shareholders, at 5:00 p.m. New York time on May 15, 2012. This portion of the dividend will be paid on June 8, 2012. Together, the two pro-rated Exelon dividends total $0.525 per share, ensuring that Exelon shareholders will receive their regular quarterly dividend, although it will be paid in two portions.

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Exelon Corporation (NYSE:EXC) is the nation’s leading competitive energy provider, with approximately $33 billion in annual revenues. Headquartered in Chicago, Exelon has operations and business activities in 47 states, the District of Columbia and Canada. Exelon is the largest competitive U.S. power generator, with approximately 35,000 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 100,000 business and public sector customers and approximately 1 million residential customers. Exelon’s utilities deliver electricity and natural gas to approximately 6.6 million customers in central Maryland (BGE), northern Illinois (ComEd) and southeastern Pennsylvania (PECO). Learn more at: www.exeloncorp.com.

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EX-99.2

Exhibit 99.2

News Release

Media Line: 410 470-7433

www.constellation.com

Media Contact:	Lawrence McDonnell (410) 470-7433
Investor Contact:	Sandra Brummitt (410) 470-6440

Constellation Energy Statement

Regarding FERC Settlement Agreement

BALTIMORE March 9, 2012 – Constellation Energy (NYSE:CEG) released the following statement from Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation, regarding the company’s settlement agreement with the Federal Energy Regulatory Commission (FERC) related to certain Constellation energy trading transactions in New York wholesale energy markets from September 2007 to December 2008:

“Constellation has resolved the FERC investigation. We are putting it behind us and moving forward with our merger with Exelon. While Constellation disagrees with the FERC staff’s claims, we believe it is in the interest of all parties to settle this case and avoid expensive, protracted litigation.

“Under the settlement, Constellation has agreed to pay a $135 million civil penalty and $110 million in disgorgement. The disgorgement amount will be disbursed in two ways. First, Constellation will provide $1 million each to six U.S. regional grid operators for the purpose of improving their surveillance and analytic capabilities. The remainder will be deposited in a fund that will be administered by a FERC administrative law judge. State agencies in New York, New England and PJM (the regional grid operator for 13 states and the District of Columbia) will be eligible to make claims against the fund on behalf of electric energy consumers in those states.

“We believe Constellation’s trading practices in question were lawful portfolio risk management transactions. The company admits to no wrongdoing in this case.

“Even so, these practices do not reflect Constellation’s trading operations today, nor in the future. Constellation has implemented a number of measures to enhance its trading policies and practices since 2008, and the settlement acknowledges these enhancements. Nonetheless, Constellation has agreed to take several steps to further improve its compliance program to more clearly demonstrate the risk management purposes of its transactions. These steps include retention of written communications and phone calls for five years, regular communications monitoring by its compliance group, improved training and submission of compliance monitoring reports to FERC. Constellation will operate in strict adherence with all FERC and market-operator rules.”

About Constellation Energy

Constellation Energy is a leading competitive supplier of power, natural gas and energy products and services for homes and businesses across the continental United States. It owns a diversified fleet of generating units, totaling approximately 12,000 megawatts of generating capacity, and is a leading advocate for clean, environmentally sustainable energy sources, such as solar power and nuclear energy.

The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland. A FORTUNE 500 company headquartered in Baltimore, Constellation Energy had revenues of $13.8 billion in 2011. Learn more online: www.constellation.com.

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EX-99.3

Exhibit 99.3

Contact:	Judy Rader Corporate Communications 312-394-7417	FOR IMMEDIATE RELEASE
	Stacie Frank Investor Relations 312-394-3094

Exelon-Constellation Merger Closes,

Creating Nation’s No. 1 Competitive Energy Provider

Constellation and BGE become part of Exelon family of companies

CHICAGO AND BALTIMORE (March 12, 2012) – Exelon Corporation (NYSE:EXC) and Constellation Energy (NYSE:CEG) today announced that they have completed their merger, effective today. The merger creates the leading U.S. competitive energy provider with one of the industry’s cleanest and lowest-cost power generation fleets, and one of the largest retail customer bases in the nation.

Upon the closing of the merger, Christopher M. Crane became president and CEO of the combined company, and Mayo A. Shattuck III became executive chairman. The new company retains the Exelon name and remains headquartered in Chicago, with significant operations in Maryland, Illinois and Pennsylvania. It will trade on the New York Stock Exchange under the symbol EXC.

“Today, the State of Maryland and City of Baltimore become an important new home for Exelon, joining Chicago and Philadelphia,” said Crane. “The combined strengths of Exelon and Constellation provide a solid platform for the future.”

The merged company is now one of the nation’s largest competitive energy products and services suppliers by load (about 164 terawatt-hours per year) and customers (approximately 100,000 business and public sector and approximately 1 million residential), serving more than two-thirds of America’s Fortune 100 companies. Exelon will have a coast-to-coast presence with operations and business activities in 47 states, the District of Columbia, and Canada. The company also has one of the nation’s largest and cleanest power generation fleets, with approximately 35,000 megawatts of owned power generation, including more than 19,000 megawatts of nuclear power.

The three utilities within Exelon – BGE, ComEd and PECO – remain headquartered in Baltimore, Chicago and Philadelphia, respectively. Together, they make Exelon one of the nation’s largest residential electricity and natural gas distribution companies, serving 6.6 million gas and electric customers across three states.

“Exelon is now uniquely positioned in the industry to advance customer choice and clean energy,” said Shattuck. “We also are unique in our presence across the energy value chain—from generation to power sales to transmission to delivery and development of an array of innovative energy products and services that help our customers succeed. This gives us unmatched perspective on today’s energy challenges, and the ability to address them.”

The two companies are combining operations immediately, and integration efforts are well underway.

“Today, we come together as one company. We have the best talent in the energy business, and we share a commitment to excellence,” said Crane. “We are a diverse team reflecting the strengths of both Exelon and Constellation, and together we will continue to deliver world-class performance.”

The transaction has been approved by shareholders of Exelon and Constellation. Required regulatory approvals or reviews have been completed by the Federal Energy Regulatory Commission, Maryland Public Service Commission, New York Public Service Commission, the Public Utility Commission of Texas, the Department of Justice, and the Nuclear Regulatory Commission.

Cautionary Statements Regarding Forward-Looking Information

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2011 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Constellation Energy Group, Inc.’s 2011 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 12, and (3) other factors discussed in filings with the Securities and Exchange Commission by Exelon and Constellation. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this communication. Neither Exelon nor Constellation undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication.

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Exelon Corporation (NYSE:EXC) is the nation’s leading competitive energy provider, with approximately $33 billion in annual revenues. Headquartered in Chicago, Exelon has operations and business activities in 47 states, the District of Columbia and Canada. Exelon is the largest competitive U.S. power generator, with approximately 35,000 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 100,000 business and public sector customers and approximately 1 million residential customers. Exelon’s utilities deliver electricity and natural gas to approximately 6.6 million customers in central Maryland (BGE), northern Illinois (ComEd) and southeastern Pennsylvania (PECO). Learn more at: www.exeloncorp.com.

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