-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, THFIpQBMV7yCuOEO3182Ar3CD9CWitrLIqKNzMxc5uRoZ5K1J5lxvFPHd/nZzMBU folrzQKFmP4wVJkT6fDI9Q== 0000009466-95-000011.txt : 19950726 0000009466-95-000011.hdr.sgml : 19950726 ACCESSION NUMBER: 0000009466-95-000011 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19950725 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALTIMORE GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000009466 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 520280210 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61297 FILM NUMBER: 95555875 BUSINESS ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 S-3 1 MEDIUM-TERM NOTES, SERIES D Registration No. 33- ========================================================================= SECURITIES AND EXCHANGE COMMISSION ________________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ Baltimore Gas and Electric Company (Exact Name of Registrant as Specified in its Charter) Maryland (State of Incorporation) 52-0280210 (I.R.S. Employer Identification No.) C. W. Shivery, Vice President 39 W. Lexington Street, Baltimore, Maryland 21201 (410) 234-5511 (Address, including Zip Code, and Telephone Number, including Area Code of Registrant's Principal Executive Offices and Agent for Service) Approximate date of commencement of proposed sale to the public: After the effective date of this Registration Statement is determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.[ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.[X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ] ________________________ CALCULATION OF REGISTRATION FEE ========================================================================= Title of | | Proposed | Proposed | each class | | maximum | maximum | of securities | Amount | offering | aggregate | Amount of to be | to be | price | offering | registration registered | registered | per unit | price | fee ** - ------------------------------------------------------------------------- Medium-Term | | | | Notes, |$125,000,000 | 100% * | $125,000,000 | $43,104 Series D | | | | ========================================================================= * Inserted solely for the purpose of calculating the registration fee. ** $100,000,000 principal amount Medium-Term Notes, Series D, are being carried forward from Registration No. 33-57704 for which a registration fee of $31,250 was previously paid. _______________________ Pursuant to Rule 429 under the Securities Act of 1933, the Registration Statement also serves as a post-effective amendment of the Registrant's Registration Statement on Form S-3 (Registration No. 33- 57704). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ========================================================================= INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED July 25, 1995 _________________________________________________________ $225,000,000 Baltimore Gas and Electric Company Medium-Term Notes, Series D Due from 9 months to 30 years from Date of Issue ______________ Baltimore Gas and Electric Company (the "Company") intends to sell from time to time up to $225,000,000 aggregate principal amount of its unsecured Medium-Term Notes, Series D (the "Notes"). Each Note will mature from 9 months to 30 years from the date of issue as determined by mutual agreement of the initial purchasers and the Company. The Notes may be subject to optional redemption prior to their stated maturity as indicated in an accompanying supplement to this Prospectus (the "Pricing Supplement") but will not be subject to conversion, amortization or any sinking fund. The interest rate, or interest rate formula, for each Note will be established by the Company at the date of issuance of such Note and will be indicated in the applicable Pricing Supplement. Each interest-bearing Note will bear interest at either (a) a fixed rate (a "Fixed Rate Note") or (b) a variable rate determined by reference to an interest rate formula (a "Floating Rate Note"), which may be adjusted by adding or subtracting a Spread or multiplying by a Spread Multiplier, as indicated in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, the interest rate formula for Floating Rate Notes will be the Commercial Paper Rate, the Prime Rate, the CD Rate, the Federal Funds Effective Rate, LIBOR, the Treasury Rate, or the CMT Rate. Interest rates, or interest rate formulas, are subject to change by the Company from time to time, but no such change will affect any Note previously issued or which the Company has agreed to sell. Unless otherwise indicated in the applicable Pricing Supplement, the interest payment dates for Fixed Rate Notes will be each May 1 and November 1; the interest payment dates for Floating Rate Notes will be specified in the applicable Pricing Supplement. See "DESCRIPTION OF NOTES." The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. Notes may be issued, as specified in the applicable Pricing Supplement, in definitive form or may be represented by a permanent global Note or Notes registered in the name of The Depository Trust Company, as depositary (the "Depositary"), or a nominee of the Depositary (each such Note represented by a permanent global Note being referred to herein as a "Book-Entry Note"). Beneficial interests in Book-Entry Notes will only be evidenced by, and transfers thereof will only be effected through, records maintained by the Depositary (with respect to its participants) and the Depositary's participants (with respect to beneficial owners). Except as described under "DESCRIPTION OF NOTES--Book-Entry Notes," owners of beneficial interests in a permanent global Note will not be entitled to receive physical delivery of Notes in definitive form and will not be considered the holders thereof. __________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. __________________________________ =========================================================================== | Price to | Agents' | Proceeds | Public (1) | Commission (2)(3) | to Company (2)(4) - --------------------------------------------------------------------------- Per Note| 100% | .125% - .750%| 99.875%-99.250% - --------------------------------------------------------------------------- Total | $225,000,000 |$281,250-$1,687,500 |$224,718,750-$223,312,500 =========================================================================== (1) Unless otherwise indicated in a Pricing Supplement, Notes will be issued at 100% of their principal amount. (2) The Company will pay Lehman Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government Securities Inc.), and Goldman, Sachs & Co. (the "Agents"), as agents, a commission ranging from .125% to .750% of the principal amount of any Note, depending on its stated maturity, sold through any such Agent. The Company also may sell Notes to any Agent at a discount for resale to one or more purchasers at varying prices related to prevailing market prices at the time of resale, as determined by such Agent. In the case of Notes sold directly to investors by the Company, no discount will be allowed or commission paid. (3) The Company has agreed to indemnify the Agents against certain civil liabilities under the Securities Act of 1933. (4) Before deduction of expenses payable by the Company estimated at $330,000. ___________________ The Notes will be offered on a continuing basis by the Company through the Agents, each of which has agreed to use all reasonable efforts to solicit purchases of the Notes. The Company reserves the right to sell Notes directly to purchasers on its own behalf. The Company also may sell Notes to either Agent acting as principal for resale to one or more purchasers. The Company reserves the right to withdraw, cancel or modify the offer made hereby without notice. The Company or any Agent may reject any offer to purchase Notes, in whole or in part. See "PLAN OF DISTRIBUTION OF NOTES." ___________________ LEHMAN BROTHERS GOLDMAN, SACHS & CO. ________________, 1995 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy and information statements, and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at certain of its Regional Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Certain securities of the Company are listed on the New York, Chicago, Pacific and Philadelphia Stock Exchanges. Reports, proxy and information statements and other information concerning the Company can be inspected at such exchanges. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed by the Company with the Commission under the 1934 Act (File No. 1-1910), are incorporated in this Prospectus by reference as of their respective dates of filing and shall be deemed to be a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "1994 Form 10-K"). (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on the request of such person, a copy of any and all of the information which has been or may be incorporated in this Prospectus by reference (not including exhibits to the information that is incorporated by reference, unless the exhibits are specifically incorporated by reference into the information that the Prospectus incorporates). Requests for such copies should be directed to Charles W. Shivery, Vice President, Baltimore Gas and Electric Company, P.O. Box 1475, Baltimore, Maryland 21203, (410) 234-5511. 2 THE COMPANY The Company, incorporated under the laws of the State of Maryland on June 20, 1906, is a public utility primarily engaged in the business of producing, purchasing and selling electricity, and purchasing, transporting and selling natural gas within the State of Maryland. The Company is qualified to do business in the Commonwealth of Pennsylvania where it is participating in the ownership and operation of two electric generating plants and the District of Columbia where its federal affairs office is located. The Company also owns two-thirds of the outstanding capital stock, including one-half of the voting securities, of Safe Harbor Water Power Corporation, a hydroelectric producer on the Susquehanna River at Safe Harbor, Pennsylvania. BNG, Inc., a wholly owned subsidiary of the Company, engages in natural gas brokering. The Company is engaged in diversified businesses primarily through two wholly owned subsidiaries, Constellation Holdings, Inc. and its subsidiaries (collectively, the Constellation Companies) and BGE Home Products & Services, Inc. (HPS) and its subsidiary Maryland Environmental Systems, Inc. (MES). HPS and MES businesses include selling and servicing gas and electric appliances, kitchen remodeling, selling doors and windows, the installation and servicing of heating and air conditioning systems, and plumbing. The Constellation Companies' business activities include power generation projects, financial investments, and real estate projects (including senior living facilities). The executive offices of the Company are located in the Gas and Electric Building, 39 W. Lexington Street, Baltimore, Maryland 21201; its mailing address is P. O. Box 1475, Baltimore, Maryland 21203; and its telephone number is (410) 234- 5000. USE OF PROCEEDS The net proceeds from the sale of the Notes offered hereby will be used to meet capital requirements or for other general corporate purposes relating to the Company's utility business, which may include the repayment of commercial paper borrowings incurred primarily to finance, on a temporary basis, the Company's utility construction, other capital expenditures and operations. The Company's average commercial paper balances and interest rate for the twelve months ended June 30, 1995 were $107,062,000 and 5.43%, respectively. To the extent that the net proceeds from the sale of the Notes are not immediately so used, they will be temporarily invested in short-term, interest-bearing obligations. For further information with respect to the Company's utility construction, other capital expenditures and operations, reference is made to the information incorporated by reference herein. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE," and the Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Reports on Forms 10-K and 10-Q that are incorporated by reference. 3 RATIO OF EARNINGS TO FIXED CHARGES The Ratio of Earnings to Fixed Charges for each of the periods indicated is as follows: Twelve Months Ended ________________________________________________________________ June 30, December 31, _________ ____________________________________________________ 1995 1994 1993 1992 1991 1990 ______ ______ ______ ______ ______ ______ 2.91 3.14 3.00 2.65 2.27 1.78 The Ratio of Earnings to Fixed Charges for future periods will be included in the Company's Reports on Forms 10-Q and 10-K. Such Reports are incorporated by reference into this prospectus at the time they are filed. DESCRIPTION OF NOTES General The Notes will be issued under an indenture between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), Trustee (the "Trustee"), dated as of July 1, 1985, as supplemented by the Supplemental Indentures dated as of October 1, 1987, and January 26, 1993, respectively (the "Indenture"), which are incorporated by reference as Exhibits to the Registration Statement. This Prospectus includes brief outlines of certain provisions contained in the Indenture. Such outlines do not purport to be complete and are qualified in their entirety by express reference to the Indenture for a complete statement of such provisions, including definitions of certain terms used. Certain terms used herein without definition are defined in the "GLOSSARY." The Indenture may be inspected at the offices of the Trustee, at 101 Barclay Street, New York, New York 10286. The Indenture provides for the issuance from time to time of additional series of indebtedness (such indebtedness together with the Notes is herein called "Debt Securities") without limit. Each series may differ as to terms, including maturity, interest rate, redemption and sinking fund provisions, covenants, and events of default. The Company has outstanding $283,550,000 aggregate principal amount of Debt Securities under the Indenture. The Notes constitute a single series of Debt Securities for purposes of the Indenture and are limited to an aggregate principal amount of $225,000,000. The Notes will be unsecured and will rank on a parity with all unsecured indebtedness of the Company. The terms and conditions set forth herein shall apply to each Note unless otherwise specified in the applicable Pricing Supplement and such Note. 4 The Notes will be issued for a purchase price equal to 100% of the principal thereof (unless otherwise provided in a Pricing Supplement) in fully registered form in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. Each Note will mature from nine months to thirty years from its date of issue, as selected by the initial purchaser(s) and agreed to by the Company. Reference is made to the relevant Pricing Supplement with respect to the Notes being offered thereby for the maturity date or dates thereof, the interest rate or rates thereon and the other terms thereof, if any. Notes may be issued, as indicated in the applicable Pricing Supplement, in definitive form ("Definitive Notes") or may be represented by a permanent global Note or Notes registered in the name of the Depositary or its nominee. See "Book-Entry Notes" below. Payments of principal and interest payable at maturity or, if applicable, upon redemption of any Definitive Note will be made in immediately available funds, at the request of the holder, at the office of _______________ (the "Paying Agent") in the Borough of Manhattan, The City of New York, provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Notes will be denominated in U.S. dollars and payments of principal of and interest on the Notes will be made in U.S. dollars. With respect to payments of Book-Entry Notes at maturity or, if applicable, upon redemption, see "Book- Entry Notes" below. The Notes will not be subject to any conversion, amortization or sinking fund. The applicable Pricing Supplement will indicate either that a Note cannot be redeemed prior to its maturity date (the "Stated Maturity") or that a Note will be redeemable at the option of the Company on or after a specified date prior to its Stated Maturity at a specified price or prices (which may include a premium) together with accrued interest thereon payable to, but excluding, the date fixed for redemption. The Notes will be redeemable in whole or in part in increments of $1,000 (provided that if a Note is redeemed in part, any remaining principal amount of such Note shall be at least $100,000) on notice by mail given not more than 60 nor less than 30 days prior to the date fixed for redemption. The Company may elect to redeem any Note, in whole or in part, without redeeming any other Note. The Definitive Notes may be presented for registration of transfer or exchange at the office of the Paying Agent in the Borough of Manhattan, The City of New York, and the Paying Agent will perform certain other duties with respect to redeemable Notes. The Notes may be transferred or exchanged, subject to the limitations provided in the Indenture, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith. With respect to transfers of Book-Entry Notes and exchanges of permanent global Notes representing Book-Entry Notes, see "Book-Entry Notes" below. 5 Interest Rate General Each Note will bear interest from its date of issue at the fixed rate per annum or at the rate per annum determined pursuant to the interest rate formula, stated therein and in the applicable Pricing Supplement, until the principal thereof is paid or made available for payment. Interest will be payable on each Interest Payment Date (as defined below) and at Stated Maturity or, if applicable, upon redemption. Each payment of interest payable at Stated Maturity or, if applicable, upon redemption shall include interest accrued to, but excluding, the date of Stated Maturity or redemption. Interest will be payable generally to the person (which, in the case of Book-Entry Notes, shall be the Depositary or its nominee) in whose name a Note (or any predecessor Note) is registered at the close of business on the Record Date (as defined below) next preceding each Interest Payment Date; provided, however, that interest payable at Stated Maturity or, if applicable, upon redemption, will be payable to the person (which, in the case of Book-Entry Notes, shall be the Depositary or its nominee) to whom principal shall be payable. The first payment of interest on any Note originally issued between a Record Date and an Interest Payment Date or on an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Record Date to the registered owner on such Record Date. Interest (other than interest payable at Stated Maturity or, if applicable, upon redemption) will be paid, at the Company's option, by check mailed to registered holders or by wire transfer to any holder of record. For additional information with respect to payments of interest on Book-Entry Notes, see "Book-Entry Notes" below. Interest rates, or interest rate formulas, will be subject to change by the Company from time to time, provided that any change in interest rates, or interest rate formulas, will not affect any Note previously issued or which the Company has agreed to sell. The interest rate on the Fixed Rate Notes and the Floating Rate Notes will in no event be higher than the maximum rate permitted by Maryland law, as the same may be modified by United States law of general application. Fixed Rate Notes The applicable Pricing Supplement relating to a Fixed Rate Note will designate a fixed rate of interest per annum payable on such Note. Unless otherwise indicated in the applicable Pricing Supplement, interest with respect to Fixed Rate Notes will be paid semi-annually each May 1 and November 1 and at Stated Maturity or, if applicable, upon redemption. If any Interest Payment Date or the Stated Maturity (or, if applicable, the date of redemption) of a Fixed Rate Note falls on a day that is not a Business Day, payment of principal, premium, if any, or interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Stated Maturity (or the date of redemption), as the case may be. The Record Dates for such Notes will be the 6 April 15 and October 15 next preceding the May 1 and November 1 Interest Payment Dates. Unless otherwise indicated in the applicable Pricing Supplement, interest payments for Fixed Rate Notes shall be the amount of interest accrued to, but excluding, the relevant Interest Payment Date. Interest on such Notes will be computed on the basis of a 360-day year of twelve 30-day months. Floating Rate Notes The applicable Pricing Supplement relating to a Floating Rate Note will designate an interest rate formula for such Floating Rate Note. Such formula may be: (a) the Commercial Paper Rate, in which case such Note will be a Commercial Paper Rate Note, (b) the Prime Rate, in which case such Note will be a Prime Rate Note, (c) the CD Rate, in which case such Note will be a CD Rate Note, (d) the Federal Funds Effective Rate, in which case such Note will be a Federal Funds Effective Rate Note, (e) LIBOR, in which case such Note will be a LIBOR Note, (f) the Treasury Rate, in which case such Note will be a Treasury Rate Note, (g) the CMT Rate, in which such case such Note will be a CMT Rate Note or (h) such other interest rate formula as is set forth in such Pricing Supplement. The applicable Pricing Supplement for a Floating Rate Note also will specify the Spread and/or Spread Multiplier, if any, applicable to each Note. Any Floating Rate Note may also have either or both of the following: (a) a maximum numerical interest rate limitation, or ceiling, on the rate of interest which may accrue during any interest period (the "Maximum Interest Rate"); and (b) a minimum numerical interest rate limitation, or floor, on the rate of interest which may accrue during any interest period (the "Minimum Interest Rate"). In addition, such Pricing Supplement will define or particularize for each Floating Rate Note the following terms, if applicable: Calculation Agent, Calculation Dates, Initial Interest Rate, Interest Payment Dates, Record Dates, Index Maturity, Interest Determination Dates and Interest Reset Dates with respect to such Note. See "GLOSSARY." The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or as specified in the applicable Pricing Supplement. The Interest Reset Date will be, in the case of Floating Rate Notes which reset daily, each Business Day; in the case of Floating Rate Notes (other than Treasury Rate Notes) which reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes which reset weekly, the Tuesday of each week; in the case of Floating Rate Notes which reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes which reset quarterly, the third Wednesday of March, June, September and December; in the case of Floating Rate Notes which reset semi- annually, the third Wednesday of two months of each year, as indicated in the applicable Pricing Supplement; and in the case of Floating Rate Notes which reset annually, the third Wednesday of one month of each year, as indicated in the applicable Pricing Supplement. The interest rate in effect on each day shall be (a) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to such 7 Interest Reset Date or (b)if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date; provided, however, that (a) the interest rate in effect from the date of issue of a Floating Rate Note (or that of a predecessor Note) to the first Interest Reset Date with respect of such Floating Rate Note will be the Initial Interest Rate (as set forth in the applicable Pricing Supplement) and (b) the interest rate in effect for the ten days immediately prior to Stated Maturity or redemption will be that in effect on the tenth day preceding the Stated Maturity or redemption date. If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Reset Date will be postponed to the next day that is a Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. The Interest Determination Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note (the "Commercial Paper Interest Determination Date"), a Prime Rate Note (the "Prime Rate Interest Determination Date"), a CD Rate Note (the "CD Rate Interest Determination Date"), a Federal Funds Effective Rate Note (the "Federal Funds Effective Interest Determination Date"), a LIBOR Note (the "LIBOR Interest Determination Date") or a CMT Rate Note ( the "CMT Interest Determination Date") will be the second Business Day preceding the Interest Reset Date with respect to such Note. The Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date") will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such action may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. Unless otherwise indicated in the applicable Pricing Supplement and except as provided below, interest will be payable, in the case of Floating Rate Notes which reset daily or weekly, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes which reset monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year (as indicated in the applicable Pricing Supplement); in the case of Floating Rate Notes which reset quarterly, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes which reset semi-annually, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and in the case of Floating Rate Notes which reset annually, on the third Wednesday of the month 8 specified in the applicable Pricing Supplement (each an "Interest Payment Date"), and in each case, at Stated Maturity and, if applicable, upon redemption. If an Interest Payment Date with respect to any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next day that is a Business Day, except that in the case of a LIBOR Note, if such day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. Unless otherwise indicated in the applicable Pricing Supplement, the Record Date with respect to Floating Rate Notes shall be the date 15 calendar days prior to each Interest Payment Date, whether or not such date shall be a Business Day. Unless otherwise indicated in the applicable Pricing Supplement, the interest payable on each Interest Payment Date for a Floating Rate Note will be the amount of interest accrued to, but excluding, the Interest Payment Date; provided, however, that in the case of a Floating Rate Note the interest on which resets daily or weekly, interest payable on any Interest Payment Date, other than the interest payable on any date on which principal on any such Note is payable, will include interest accrued to and including the Record Date next preceding such Interest Payment Date unless otherwise indicated in the applicable Pricing Supplement. The accrued interest for any period is calculated by multiplying the face amount of such Floating Rate Note by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in such period to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards, if necessary, as described below) for each such day is computed by dividing the interest rate (expressed as a decimal rounded upwards, if necessary, as described below) applicable to such date by 360, in the case of Commercial Paper Rate Notes, Prime Rate Notes, CD Rate Notes, Federal Funds Effective Rate Notes or LIBOR Notes, or by the actual number of days in the year, in the case of Treasury Rate Notes or CMT Rate Notes. Unless otherwise specified in a Pricing Supplement, all percentages resulting from any calculation of Floating Rate Notes will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upwards). Upon the request of the Holder of any Floating Rate Note, the Calculation Agent will provide the interest rate then in effect, and, if different, the interest rate which will become effective as a result of a determination made on the most recent Interest Determination Date with respect to such Floating Rate Note. 9 Commercial Paper Rate Notes Each Commercial Paper Rate Note will bear interest at the interest rate (calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any) specified on the face of such Commercial Paper Rate Note and in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, "Commercial Paper Rate" means, with respect to any Commercial Paper Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity specified in the applicable Pricing Supplement as published in H.15(519) under the heading "Commercial Paper." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on such Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified in the applicable Pricing Supplement as published in Composite Quotations under the heading "Commercial Paper." If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Commercial Paper Rate for that Commercial Paper Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean for the offered rates, as of 11:00 A.M., New York City time, on that Commercial Paper Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified in the applicable Pricing Supplement placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized rating agency; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the rate of interest in effect for the immediately preceding interest reset period. "Money Market Yield" shall be a yield (expressed as a percentage rounded upwards, if necessary, to the next higher one- hundred thousandth of a percentage point) calculated in accordance with the following formula: D X 360 Money Market Yield = ___________________ X 100 360 - (D X M) where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the period for which interest is being calculated. 10 Prime Rate Notes Each Prime Rate Note will bear interest at the interest rate (calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified on the face of such Prime Rate Note and in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, "Prime Rate" means, with respect to any Prime Rate Interest Determination Date, the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date pertaining to such Prime Rate Interest Determination Date, then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear on the Reuters Screen NYMF Page as such bank's prime rate or base lending rate as in effect for that Prime Rate Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen NYMF Page for the Prime Rate Interest Determination Date, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Prime Rate Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the rate of interest in effect for the immediately preceding interest reset period. CD Rate Notes Each CD Rate Note will bear interest at the interest rate (calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any) specified on the face of such CD Rate Note and in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, "CD Rate" means, with respect to any CD Rate Interest Determination Date, the rate on such date for negotiable certificates of deposit having the Index Maturity specified in the applicable Pricing Supplement as published in H.15(519) under the heading "CDs (Secondary Market)." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, then the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of 11 deposit having the Index Maturity specified in the applicable Pricing Supplement as published in Composite Quotations under the heading "Certificates of Deposit." If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the CD Rate for that CD Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New York City time, on that CD Rate Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity specified in the applicable Pricing Supplement in a denomination of $5,000,000; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the rate of interest in effect for the immediately preceding interest reset period. Federal Fund Effective Rate Notes Each Federal Funds Effective Rate Note will bear interest at the interest rate (calculated with reference to the Federal Funds Effective Rate and the Spread and/or Spread Multiplier, if any) specified on the face of such Federal Funds Effective Rate Note and in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, "Federal Funds Effective Rate" means, with respect to any Federal Funds Effective Interest Determination Date, the rate on such date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not so published prior to 11:00 A.M., New York City time, on the Calculation Date pertaining to such Federal Funds Effective Interest Determination Date, then the Federal Funds Effective Rate will be the rate on such Federal Funds Effective Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate was neither published in H.15(519) by 11:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Federal Funds Effective Rate for that Federal Funds Effective Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates, as of 11:00 A.M., New York City time, on that Federal Funds Effective Interest Determination Date, for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transaction in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the rate of interest in effect the immediately preceding interest reset period. 12 LIBOR Notes Each LIBOR Note will bear interest at the interest rate (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified on the face of such LIBOR Note and in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, LIBOR will be determined by the Calculation Agent in accordance with the following provisions: (a) With respect to any LIBOR Interest Determination Date, LIBOR will be determined by either (i) the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity specified in the applicable Pricing Supplement, commencing on the second Business Day immediately following such LIBOR Interest Determination Date, that appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page, or (ii) the rate for deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 A.M., London time, on such LIBOR Interest Determination Date. If neither Reuters Screen LIBO Page nor Telerate Page 3750 is specified in the applicable Pricing Supplement, LIBOR will be determined as if Telerate Page 3750 had been specified. In the case where (i) above applies, if fewer than two offered rates appear on the Reuters Screen LIBO Page, or, in the case where (ii) above applies, if no rate appears on the Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in (b) below. (b) With respect to a LIBOR Interest Determination Date on which this provision applies, LIBOR will be determined on the basis of the rates at approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date at which deposits in U.S. dollars having the Index Maturity specified in the applicable Pricing Supplement are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent commencing on the second Business Day immediately following such LIBOR Interest Determination Date and in a principal amount not less than $1,000,000 that in the Calculation Agent's judgment is representative for a single transaction in such market at such time (a "Representative Amount"). The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates 13 quoted at approximately 11:00 A.M., New York City time, on such LIBOR Interest Determination Date by three major banks in The City of New York, selected by the Calculation Agent, for loans in U.S. dollars to leading European banks having the specified Index Maturity commencing on the second Business Day immediately following such LIBOR Interest Determination Date and in a Representative Amount; provided, however, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the rate of interest in effect for the immediately preceding interest reset period. Treasury Rate Notes Each Treasury Rate Note will bear interest at the interest rate (calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any) specified on the face of such Treasury Rate Note and in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, "Treasury Rate" means, with respect to any Treasury Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified in the applicable Pricing Supplement as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Treasury Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified in the applicable Pricing Supplement are neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date, nor otherwise published or reported as provided above by 3:00 P.M., New York City time, on such date, or if no such auction is held in a particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Treasury Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the period will be the same as the rate of interest in effect for the immediately preceding interest reset period. 14 CMT Rate Notes Each CMT Rate Note will bear interest at the interest rate (calculated with reference to the CMT Rate and the Spread or Spread Multiplier, if any) specified on the face of such CMT Rate Note and in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement, "CMT Rate" means, with respect to any CMT Interest Determination Date, the rate displayed on the Designated CMT Telerate Page under the caption "... Treasury Constant Maturities.. Federal Reserve Board Release H.15... Mondays Approximately 3:45 P.M.," under the column for the Index Maturity designated in the applicable Pricing Supplement for (i) if the Designated CMT Telerate Page is 7055, the rate for the applicable CMT Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the CMT Interest Determination Date occurs. If no page is specified in the applicable pricing supplement and on the face of such CMT Rate Note, the Designated CMT Telerate Page shall be 7052, for the most recent week. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity designated in the applicable Pricing Supplement as published in the relevant H.15 (519). If such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such CMT Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity designated in the applicable Pricing Supplement (or other United States Treasury rate for such Index Maturity for that CMT Interest Determination Date with respect to such Interest Reset Date) as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for that CMT Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M. (New York City time) on that CMT Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Note") with an original maturity of approximately the Index Maturity designated in the applicable Pricing Supplement and a remaining term to maturity of not less than such Index 15 Maturity minus one year. If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the Index Maturity designated in the applicable Pricing Supplement, the quotes for the Treasury Note with the shorter remaining term to maturity will be used. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for that CMT Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M. (New York City time) on that CMT Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity designated in the applicable Pricing Supplement and a remaining term to maturity closest to such Index Maturity and in an amount of at least $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the rate of interest in effect for the applicable period will be the same as the rate of interest in effect for the immediately preceding interest reset period. Book-Entry Notes Upon issuance, all Book-Entry Notes of like tenor and having the same date of issue will be represented by a single permanent global Note. Each permanent global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or its nominee. Book- Entry Notes will not be exchangeable for Definitive Notes at the option of the holder and, except as set forth below, will not otherwise be issuable in definitive form. Unless otherwise specified in the applicable Pricing Supplement, DTC will be the Depositary. DTC has advised the Company and the Agents as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants" include securities brokers and dealers (including the Agents), banks, trust companies, 16 clearing corporations, and certain other organizations. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of Book-Entry Notes under the DTC system must be made by or through Direct Participants. Upon the issuance by the Company of Book-Entry Notes represented by a permanent global Note, the Depositary will credit, on its book-entry system, the respective principal amounts of the Book-Entry Notes represented by such permanent global Note to the accounts of Participants. The accounts to be credited shall be designated by the Agents or underwriters of such Book-Entry Notes, by certain other agents of the Company or by the Company if such Book-Entry Notes are offered and sold directly by the Company. The ownership interest of each actual purchaser of each Note (a "Beneficial Owner") will be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are expected to be effected by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Notes, except as set forth below. To facilitate subsequent transfers, all Notes deposited by Participants with DTC will be registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Notes with DTC and their registration in the name of Cede & Co. will not effect any change in beneficial ownership. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in Book-Entry Notes represented by a permanent global Note. So long as the Depositary for a permanent global Note, or its nominee, is the registered owner of such permanent global Nore, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Book-Entry Notes represented by such permanent global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in Book-Entry Notes will not be entitled to have Book- Entry Notes registered in their names, will not receive or be entitled to receive physical delivery of Book-Entry Notes and will not be considered the owners or holders thereof under the Indenture unless and until it is exchanged in whole or in part for Definitive Notes. A permanent global Note may not be transferred except as a whole by the Depositary for such permanent global Note to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any nominee to a successor Depositary or any nominee of such successor. 17 The Company expects that conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangement among them, subject to any statutory or regulatory requirements as may be in effect from time to time. In addition, neither DTC nor Cede & Co. will consent or vote with respect to Notes. The Company has been advised that DTC's usual procedure is to mail an omnibus proxy to the Company as soon as possible after the record date with respect to such consent or vote. The omnibus proxy would assign Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on such record date (identified in a listing attached to the omnibus proxy). Payments of principal of and interest, if any, on the Book- Entry Notes represented by a permanent global Note registered in the name of the Depositary or its nominee will be made by the Company through the Paying Agent to the Depositary or its nominee, as the case may be, as the registered owner of such permanent global Note. Neither the Company, the Trustee, any Paying Agent nor the registrar for the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a permanent global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company has been advised that DTC will credit the accounts of Direct Participants with payment in amounts proportionate to their respective holdings in principal amount of interest in any permanent global Note as shown on the records of DTC. The Company has been advised that DTC's practice is to credit Direct Participants' accounts on the applicable payment date unless DTC has reason to believe that it will not receive payment on such date. The Company expects that payments by Participants to Beneficial Owners will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers. Such payments will be the responsibility of such Participants. If the Depositary with respect to any permanent global Note is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Definitive Notes in exchange for the Book-Entry Notes represented by such permanent global Note. In addition, the Company may at any time and in its sole discretion determine not to use the Depositary's book-entry system, and, in such event, will issue Definitive Notes in exchange for the Book- Entry Notes represented by such permanent global Note. Defaults and Waiver Thereof The Indenture provides that the happening of one or more of the following events shall constitute an Event of Default with respect to the Notes: (i) default for 30 days in the payment of 18 any installment of interest on the Notes; (ii) default in the payment, when due at maturity or otherwise, of the principal of (or premium, if any, on) the Notes; (iii) default, for 60 days after appropriate written notice, in the observance or performance of any other of the covenants or agreements of the Company contained in the Notes or contained in the Indenture for the benefit of the Notes; and (iv) certain events of insolvency. In case an Event of Default shall have occurred and be continuing with respect to the Notes, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes which are then outstanding may declare the principal of the Notes to be due and payable immediately, but such declaration may be annulled, and certain past defaults waived, by the holders of not less than a majority in aggregate principal amount of the Notes, upon the conditions provided in the Indenture. The Indenture provides that the Trustee shall, within ninety days after the occurrence of a default with respect to the Notes, give to the holders of the Notes notice of all uncured defaults known to it (the term "default" being defined to include the events specified above without grace periods or notice); provided that, except in the case of default in the payment of principal (or premium, if any) or interest, if any, in respect of the Notes, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or responsible officers or both, of the Trustee, in good faith determines that the withholding of such notice is in the interest of such holders. The Company will be required to furnish to the Trustee annually an officers' certificate to the effect that the Company is not in default under any provisions of the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Notes, unless such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for indemnification, the holders of a majority in principal amount of the Notes then outstanding under the Indenture will have the right to direct the time, method and place of conducting any proceedings for any remedy available to, or exercising any trust or power conferred on, the Trustee with respect to the Notes. Modification of the Indenture The Indenture provides that, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Debt Securities of all series to be affected (including the Notes) which are then outstanding under the Indenture (voting as one class), modifications and alterations of the Indenture may be made which affect the rights of the holders of the Debt Securities of each such series, but no such modification or alteration may be made which, among other things, would (i) extend the fixed maturity of any Debt Security (including any Note) or reduce the principal amount thereof or reduce the rate or change the method of establishing the rate or extend the time 19 or payment of any interest thereon, or reduce any premium payable upon the redemption thereof or (ii) reduce the above-stated percentage of holders required to modify or alter the Indenture, without the consent of all holders of the Debt Securities (including the Notes) then outstanding under the Indenture to be affected thereby. The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Debt Securities of any series (including the Notes) for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the interest of the holders of such Debt Securities. Consolidations, Mergers and Sales of Assets The Indenture provides that the Company may not merge or consolidate with any other corporation or sell or convey all or substantially all of its assets as an entirety to any other corporation, unless (i) either the Company shall be the continuing corporation or the successor corporation shall expressly assume the payment of the principal of (and premium, if any) and interest, if any, on the Debt Securities (including the Notes) and the performance and observance of all of the covenants and conditions of the Indenture binding upon the Company, and (ii) the Company or such successor corporation shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in performance of any such covenant or condition. The Indenture does not contain any covenant or other provision that specifically is intended to afford holders of the Notes special protection in the event of a highly leveraged transaction. PLAN OF DISTRIBUTION OF NOTES Under the terms of an Agency Agreement, to be executed between the Company and each Agent (the "Agency Agreement"), the Notes will be offered on a continuing basis by the Company through the Agents, each of which has agreed to use all reasonable efforts to solicit purchases of the Notes. The Company will pay each Agent a commission of from .125% to .750% of the principal amount of each Note, depending on its maturity, sold through such Agent. The Company has reserved the right to appoint other agents from time to time, which will be named in the appropriate Pricing Supplement. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. Each Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Notes received by it, in whole or in part. The Company also may sell Notes to any Agent, acting as principal, at a discount to be agreed upon at the time of sale, for resale to one or more investors or to another broker/dealer (acting as principal for purposes of resale) at a fixed price or 20 at varying prices related to prevailing market prices at the time of such resale, as determined by such Agent. The Notes may also be sold by the Company directly to purchasers. Payment of the purchase price of Notes will be required to be made in funds immediately available in The City of New York. The Agents may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 (the "Act"). The Company has agreed to indemnify the Agents against and contribute toward certain liabilities, including liabilities under the Act. The Company has agreed to reimburse the Agents for certain expenses. The Agents will not be obligated to make a market in the Notes. The Company cannot predict the activity of trading in, or liquidity of, the Notes. Each of the Agents in the past has performed, and in the future may perform, various services for the Company in the ordinary course of business. LEGAL OPINIONS Certain legal matters in connection with the Notes will be passed upon for the Company by David A. Brune, Esq., General Counsel or Susan Wolf, Esq., Associate General Counsel of the Company, and for the Agents by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, N.Y. Cahill Gordon & Reindel will rely upon the opinion of Mr. Brune or Miss Wolf as to matters of Maryland law and the applicability of the Public Utility Holding Company Act of 1935. EXPERTS The consolidated balance sheets and statements of capitalization as of December 31, 1994 and 1993 and the consolidated statements of income, cash flows, common shareholders' equity and taxes for each of the three years in the period ended December 31, 1994, and the consolidated financial statements schedules listed in Item 14 (a)(1) and (2) of the 1994 Form 10-K incorporated by reference in this Prospectus from the 1994 Form 10-K have been incorporated herein in reliance on the report of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. Such report includes an explanatory paragraph related to the recoverability of replacement energy costs. 21 GLOSSARY Set forth below are definitions, or the locations elsewhere of definitions, of some of the terms used in this Prospectus. "Business Day" means any day other than a Saturday or Sunday that (a) is not a day on which banking institutions in Baltimore, Maryland, or in New York, New York, are authorized or obligated by law or executive order to be closed, and (b) with respect to LIBOR Notes only, is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. "Calculation Agent" means the agent appointed by the Company to calculate interest rates for Floating Rate Notes. Unless otherwise provided in a Pricing Supplement, the Calculation Agent will be _____________. "Calculation Date" means the date on which the Calculation Agent is to calculate an interest rate for a Floating Rate Note, which is the applicable date set forth below, unless otherwise indicated in the applicable Pricing Supplement: Prime Rate - Tenth day after the related Prime Rate Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. CD Rate - Tenth day after the related CD Rate Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. CMT Rate - Tenth day after the related CMT Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. Commercial Paper Rate - Tenth day after the related Commercial Paper Rate Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. LIBOR - The LIBOR Interest Determination Date. Treasury Rate - Tenth day after the related Treasury Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. Federal Funds Effective Rate - Tenth day after the related Federal Funds Effective Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. "CD Rate" means the rate calculated as set forth under the heading "Description of Notes - Floating Rate Notes - CD Rate Notes," unless otherwise indicated in the applicable Pricing Supplement. "CMT Rate" means the rate calculated as set forth under the heading "Description of Notes - Floating Rate Notes - CMT Rate 22 Notes," unless otherwise indicated in the applicable pricing supplement. "Commercial Paper Rate" means the rate calculated as set forth under the heading "Description of Notes - Floating Rate Notes - Commercial Paper Rate Notes," unless otherwise indicated in the applicable Pricing Supplement. "Composite Quotations" means the daily statistical release entitled "Composite 3:30 P.M. Quotations for U.S. Government Securities," or any successor publication, published by The Federal Reserve Bank of New York. "Designated CMT Telerate Page" means the display on the Dow Jones Telerate Service on the page designated in the applicable Pricing Supplement and on the face of such CMT Rate Note (or any other page as may replace such page on that service) for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). "Federal Funds Effective Rate" means the rate calculated as set forth under the heading "Description of Notes - Floating Rate Notes - Federal Funds Effective Rate Notes," unless otherwise indicated in the applicable Pricing Supplement. "Fixed Rate Note" shall have the meaning set forth under the heading "Description of Notes - Interest." "Floating Rate Notes" shall have the meaning set forth under the heading "Description of Notes - Interest." "H.15(519)" means the weekly statistical release entitled "Statistical Release H.15(519), Selected Interest Rates," or any successor publication, published by the Board of Governors of the Federal Reserve System. "Index Maturity" means, with respect to a Floating Rate Note, the period to maturity of the instrument of obligation on which the interest rate formula is based, as indicated in the applicable Pricing Supplement. "Initial Interest Rate" means the rate at which a Floating Rate Note will bear interest from its date of issue (or that of a predecessor Note) to the first Interest Reset Date, as indicated in the applicable Pricing Supplement. "Interest Determination Date" means the date as of which the interest rate for a Floating Rate Note is to be calculated, to be effective as of the following Interest Reset Date and calculated on the related Calculation Date (except in the case of LIBOR which is calculated on the related LIBOR Interest Determination Date). See the third paragraph under the heading "Description of Notes - Floating Rate Notes" for the Interest Determination Dates for Floating Rate Notes. The Interest Determination Dates for any Floating Rate Note will also be indicated in the applicable Pricing Supplement. 23 "Interest Reset Date" means the date on which a Floating Rate Note will begin to bear interest at the variable interest rate determined as of any Interest Determination Date. See the second paragraph under the heading "Description of Notes - Floating Rate Notes" for the applicable Interest Reset Dates for such Notes. The Interest Reset Dates with respect to any Floating Rate Note will also be set forth in the applicable Pricing Supplement and in such Note. "LIBOR" means the rate calculated as set forth under the heading "Description of Notes - Floating Rate Notes - LIBOR Notes," unless otherwise indicated in the applicable Pricing Supplement. "Prime Rate" means the rate calculated as set forth under the heading "Description of Notes - Floating Rate Notes - Prime Rate Notes," unless otherwise indicated in the applicable Pricing Supplement. "Reuters Screen LIBO Page" means the display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). "Reuters Screen NYMF Page" means the display designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks). "Spread" means the number of basis points specified in the applicable Pricing Supplement as being applicable to the interest rate for a particular Floating Rate Note. "Spread Multiplier" means the percentage specified in the applicable Pricing Supplement as being applicable to the interest rate for a particular Floating Rate Note. "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). "Treasury Rate" means the interest rate calculated as set forth under the heading "Description of Notes - Floating Rate Notes - Treasury Rate Notes," unless otherwise indicated in the applicable Pricing Supplement. 24 NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS INCLUDING ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER, OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ______________________________ TABLE OF CONTENTS Page Available Information...... 2 Incorporation of Certain Documents by Reference..... 2 The Company................ 3 Use of Proceeds............ 3 Ratio of Earnings to Fixed Charges........ 4 Description of Notes....... 4 Plan of Distribution of Notes................20 Legal Opinions.............21 Experts....................21 Glossary...................22 $225,000,000 [Company logo goes here] Medium-Term Notes Series D PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Securities and Exchange Commission Registration Fee.. $ 74,354 Services of Independent Accountants.................. 40,000* Trustee Fees and Expenses............................ 15,000* Legal Fees and Expenses.............................. 30,000* Debt Securities Rating Fees.......................... 140,000* Printing and Delivery Expenses....................... 15,000* Miscellaneous Expenses............................... 15,646* Total................................................$ 330,000* ______________ * Estimated Item 15. Indemnification of Directors and Officers. The following description of indemnification allowed under Maryland statutory law is a summary rather than a complete description. Reference is made to Section 2-418 of the Corporations and Associations Article of the Maryland Annotated Code, which is incorporated herein by reference, and the following summary is qualified in its entirety by such reference. By a Maryland statute, a Maryland corporation may indemnify any director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding") by reason of the fact that he is a present or former director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan ("Director"). Such indemnification may be against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with the Proceeding unless it is proven that (a) the act or omission of the Director was material to the matter giving rise to the Proceeding and (i) was committed in bad faith, or (ii) was the result of active and deliberate dishonesty; or (b) the Director actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal action or proceeding, the Director had reasonable cause to believe his act or omission was unlawful. However, the corporation may not indemnify any Director in connection with a Proceeding by or in the right of the corporation if the Director has been adjudged to be liable to the corporation. A Director or officer who has been successful in the defense of any Proceeding described above shall be indemnified against reasonable expenses incurred in connection II-1 with the Proceeding. The corporation may not indemnify a Director in respect of any Proceeding charging improper personal benefits to the Director in which the Director was adjudged to be liable on the basis that personal benefit was improperly received. Notwithstanding the above provisions, a court of appropriate jurisdiction, upon application of the Director or officer, may order indemnification if it determines that in view of all the relevant circumstances, the Director or officer is fairly and reasonably entitled to indemnification; however, indemnification with respect to any Proceeding by or in the right of the corporation or in which liability was adjudged on the basis that personal benefit was improperly received shall be limited to expenses. A corporation may advance reasonable expenses to a Director under certain circumstances, including a written undertaking by or on behalf of such Director to repay the amount if it shall ultimately be determined that the standard of conduct necessary for indemnification by the corporation has not been met. A corporation may indemnify and advance expenses to an officer of the corporation to the same extent that it may indemnify Directors under the statute. The indemnification and advancement of expenses provided or authorized by this statute may not be deemed exclusive of any other rights, by indemnification or otherwise, to which a Director or officer may be entitled under the charter, by-laws, a resolution of shareholders or directors, an agreement or otherwise. A corporation may purchase and maintain insurance on behalf of any person who is or was a Director or officer, whether or not the corporation would have the power to indemnify a Director or officer against liability under the provision of this section of Maryland law. Further, a corporation may provide similar protection, including a trust fund, letter of credit or surety bond, not inconsistent with the statute. Article V of the Company's Charter reads as follows: "A director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages except (i) to the extent that it is proved that the person actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property or services actually received or (ii) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. It is the intent of this Article that the liability of directors and officers shall be limited to the fullest extent permitted by the II-2 Maryland General Corporation Law, as amended from time to time. Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director or officer of the corporation existing at the time of such repeal or modification." Article IV of the Company's By-Laws reads as follows: "Each person made or threatened to be made a party to an action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company, or, at its request, is or was a director or officer of another corporation, shall be indemnified by the Company (to the extent indemnification is not otherwise provided by insurance) against the liabilities, costs and expenses of every kind actually and reasonably incurred by him as a result of such action, suit or proceeding, or any threat thereof or any appeal thereon, but in each case only if and to the extent permissible under applicable common or statutory law, state or federal. The foregoing indemnity shall not be inclusive of other rights to which such person may be entitled." The Directors and officers of the Registrant are covered by insurance indemnifying them against certain liabilities which might be incurred by them in their capacities as such, including certain liabilities arising under the Securities Act of 1933. The premium for this insurance is paid by the Registrant. Also, see indemnification provisions in the Form of Agency Agreement and the Standard Purchase Provisions, both included in Exhibit 1(a) to this Registration Statement. Item 16. Exhibits. Reference is made to the Exhibit Index filed as a part of this Registration Statement. Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; II-3 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration II-4 Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Baltimore Gas and Electric Company, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 25th day of July, 1995. BALTIMORE GAS AND ELECTRIC COMPANY (Registrant) By: /s/ C. W. Shivery C. W. Shivery, Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Principal executive officer and director: *C. H. Poindexter Chairman of the July 25, 1995 Board and Director Principal financial and accounting officer: /s/ C. W. Shivery Vice President July 25, 1995 C. W. Shivery Directors: * H. Furlong Baldwin * J. Owen Cole * Dan A. Colussy * Edward A. Crooke * James R. Curtiss Directors July 25, 1995 * Jerome W. Geckle * Martin L. Grass * Freeman A. Hrabowski III * Nancy Lampton * George V. McGowan * George L. Russell, Jr. * Michael D. Sullivan *By: /s/ C. W. Shivery C. W. Shivery, Attorney-in-Fact II-6 EXHIBIT INDEX Exhibit Number 1(a) - Form of Agency Agreement, including Administrative Procedures; and Form of Purchase Agreement, including Standard Purchase Provisions. 1(b) - Form of Agreement to Maintain Agency. 1(c) - Form of Authentication Agency Agreement. 1(d) - Form of Interest Calculation Agency Agreement. 1(e)* - Form of Letter of Representations (Designated as Exhibit 1(e) to Form S-3 Registration No. 33-57704). 4(a)* - Indenture dated as of July 1, 1985 between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), Trustee (Designated as Exhibit 4(a) in File No. 2-98443 Registration Statement). 4(b)* - Supplemental Indenture dated as of October 1, 1987 between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), Trustee (Designated as Exhibit 4(b) in Form 8-K dated November 13, 1987, File No. 1-1910). 4(c)* - Supplemental Indenture dated as of January 26, 1993 between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), Trustee (Designated as Exhibit 4(c) in Form 8-K dated January 29, 1993, File No. 1-1910). 4(d) - Form of Medium-Term Note, Series D (Fixed Rate). 4(e) - Form of Medium-Term Note, Series D (Floating Rate). 5 - Opinion of Susan Wolf, Esq., Associate General Counsel of the Company. 12 - Computation of Ratio of Earnings to Fixed Charges. 23(a) - Consent of Susan Wolf, Esq., Associate General Counsel of the Company (included in Exhibit 5). 23(b) - Consent of Coopers & Lybrand, Independent Certified Public Accountants. 24 - Power of Attorney. 25 - Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 (Form T-1) of The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), Trustee. 99* - Corporations and Associations Article, Section 2-418 of the Annotated Code of Maryland (Designated as Exhibit 28(b) to the Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-1910). __________________ * Incorporated by reference. EX-1 2 1(A) AGENCY AGREEMENT Exhibit 1 (a) $225,000,000 BALTIMORE GAS AND ELECTRIC COMPANY MEDIUM-TERM NOTES SERIES D FORM OF AGENCY AGREEMENT ______________, 1995 Lehman Brothers Lehman Brothers Inc. 3 World Financial Center 12th Floor New York, New York 10285 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Dear Sirs: 1. Introduction. Baltimore Gas and Electric Company, a Maryland corporation (the "Company"), confirms its agreement with Lehman Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government Securities Inc.), and Goldman, Sachs & Co. (individually, an "Agent" and collectively, the "Agents") with respect to the issue and sale from time to time by the Company of up to $225,000,000 aggregate principal amount of its Medium-Term Notes, Series D registered under the registration statement referred to in Section 2(a) (the "Notes"). This Agreement amends and restates the Agency Agreement between the Company and the Agents dated September 21, 1994. The Notes will be issued under an indenture, dated as of July 1, 1985, as supplemented by the Supplemental Indentures dated as of October 1, 1987, and January 26, 1993, respectively (the "Indenture"), between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company) (the "Trustee"). The Notes shall have the maturity ranges (which shall be from nine months to thirty years), annual interest rates, redemption provisions and other terms set forth in the Prospectus referred to in Section 2(a) as it may be supplemented from time to time. The Notes will be issued, and the terms thereof established, from time to time by the Company in accordance with the Indenture, the Notes and the Procedures (as defined in Section 3(d) hereof). -2- 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Agent as follows: (a) A registration statement on Form S-3 (No. 33-57704), covering $100 million principal amount of the Notes, as amended by Post-Effective Amendment No. 1 and No. 2, and a registration statement on Form S-3 (No. 33-_________) covering an additional $125 million principal amount of the Notes, which also serves as such Post-Effective Amendment No. 2, including a prospectus filed with the Commission, have become effective. Registration Statement No. 33-________ including (i) the prospectus included therein dated ___________, 1995 (such prospectus including each document incorporated by reference therein, as may be amended or supplemented from time to time, is hereinafter called the "Prospectus") and (ii) all documents filed as part thereof or incorporated by reference therein, as may be amended or supplemented from time to time, are hereinafter called the "Registration Statement." Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. (b) The Registration Statement conforms in all respects to the requirements of the Securities Act of 1933, as amended ("Act"), and the pertinent published rules and regulations of the Commission thereunder ("33 Act Rules and Regulations") and the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of (i) acceptance referred to in Section 6(a) hereof, (ii) delivery referred to in Section 6(e) hereof and (iii) amendment or supplement referred to in Section 6(b) hereof (the Closing Date and each such time being herein sometimes referred to as "Representation Date"), the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act, the Trust Indenture Act and the 33 Act Rules and Regulations and none of such documents will contain an untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements or omissions in such document based upon written information furnished to the Company by any Agent specifically for use therein. The documents incorporated by reference in the Registration Statement or the Prospectus pursuant to Item 12 of Form S-3 of the Act, at the time they were filed with the Commission, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the -3- pertinent published rules and regulations thereunder ("Exchange Act Rules and Regulations"). Any additional documents deemed to be incorporated by reference in the Prospectus will, when they are filed with the Commission, comply in all material respects with the requirements of the Exchange Act and the Exchange Act Rules and Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 3. Appointment as Agent; Solicitations as Agent. (a) Subject to the terms and conditions stated herein, the Company hereby appoints each of the Agents as an agent of the Company for the purpose of soliciting or receiving offers to purchase the Notes from the Company by others. (b) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use all reasonable efforts when requested by the Company to solicit offers to purchase the Notes upon the terms and conditions set forth in the Prospectus, as from time to time amended or supplemented. Upon receipt of notice from the Company as contemplated by Section 4(b) hereof, each Agent shall suspend its solicitation of purchases of Notes until such time as the Company shall have furnished it with an amendment or supplement to the Registration Statement or the Prospectus, as the case may be, contemplated by Section 4(b) and shall have advised each Agent that such solicitation may be resumed. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of notice from the Company, the Agents will use their best efforts promptly to suspend solicitation of offers to purchase Notes from the Company, but in no event later than one business day after notice, until such time as the Company has advised the Agents that such solicitation may be resumed. For the purpose of the foregoing sentence, "business day" shall mean any day which is not a Saturday or a Sunday or a day on which banking institutions in The City of New York and the City of Baltimore are authorized or required by law or executive order to be closed. The Agents are authorized to solicit offers to purchase Notes only in fully registered form, in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof, and at a purchase price which, unless otherwise specified in a supplement to the Prospectus, shall be equal to 100% of the principal amount thereof. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase -4- Notes received by it as Agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer, in whole or in part. Each Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Notes received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. No Note which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold, by the Company until such Note shall have been delivered to the purchaser thereof against payment by such purchaser. (c) At the time of delivery of, and payment for, any Notes sold by the Company as a result of a solicitation made by, or offer to purchase received by, an Agent, the Company agrees to pay such Agent a commission in accordance with the schedule set forth in Exhibit A hereto. (d) Administrative procedures respecting the sale of Notes (the "Procedures") shall be agreed upon from time to time by the Agents and the Company. The initial Procedures, which are set forth in Exhibit B hereto, shall remain in effect until changed by agreement among the Company and the Agents. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. The Company will furnish a copy of the Procedures as from time to time in effect to _____________ (the "Bank") which will act as the authenticating agent for the Notes pursuant to the Authentication Agency Agreement dated as of ____________, 1995 between the Company and the Bank (the "Authentication Agency Agreement"), the agent for payment, registration and notice with respect to the Notes pursuant to the Agreement to Maintain Agency dated as of ____________, 1995 between the Company and the Bank (the "Agreement to Maintain Agency") and the agent for calculating interest rates with respect to floating rate notes pursuant to the Interest Calculation Agency Agreement dated as of _____________, 1995 (the "Interest Calculation Agency Agreement"). (e) The documents required to be delivered by Section 5 hereof shall be delivered at the offices of the Company, corner of Lexington and Liberty Streets, Baltimore, Maryland, not later than 5:00 P.M., Baltimore time, on the date of this Agreement or at such later time as may be mutually agreed by the Company and the Agents, which in no event shall be later than the time at which the Agents commence solicitation of purchases of Notes hereunder, such time and date being herein called the "Closing Date." 4. Certain Agreements of the Company. The Company agrees with the Agents that it will furnish to Cahill Gordon & Reindel, counsel for the Agents, one signed copy of the Registration -5- Statement, including all exhibits and all documents incorporated by reference, in the form it became effective and of all amendments thereto and that, in connection with each offering of Notes, it will take the following actions: (a) From the time solicitation regarding sale of the Notes is begun until all of the Notes have been sold (i) the Company will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus by means of a post-effective amendment, sticker, or supplement (except post-effective amendments, supplements, and stickers relating solely to interest rates or maturities of Notes) but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus; (ii) the Company will afford the Agents a reasonable opportunity to comment on any such proposed post-effective amendment, sticker, or supplement; (iii) the Company will advise each Agent of the filing of any such post-effective amendment, sticker, or supplement; and (iv) the Company will (x) advise each Agent of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof, (y) use its best efforts to prevent the issuance of any such stop order, and (z) if a stop order is issued, to obtain its lifting as soon as possible. (b) If from the time solicitation regarding sale of the Notes is begun until all of the Notes have been sold, the Company shall determine that it is necessary to suspend solicitation of the Notes because of the occurrence of an event that results in the Prospectus either (x) including an untrue statement of a material fact or omitting to state any material fact necessary to make the statements in such Prospectus, in light of the circumstances under which they were made when such Prospectus was delivered, not misleading, or (y) failing to comply with the Act, then the Company will promptly notify each Agent to suspend solicitation of purchases of the Notes. Notwithstanding Section 4(a) if the Company shall determine to amend or supplement the Registration Statement or Prospectus to correct such result, it will advise each Agent promptly and afford the Agents a reasonable opportunity to discuss and comment upon the nature of the disclosure in such amendment or supplement. Notwithstanding the foregoing, if at the time of any notification to suspend solicitations (i) this Agreement shall be in effect and any Agent shall own any of the Notes with the intention of reselling them, or (ii) the Company has accepted an offer to purchase Notes but the related settlement has not occurred, then the Company, subject to the provisions of Section 4(a) of this Agreement, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance. (c) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the Act, will furnish to each Agent promptly after timely filing with the -6- Commission all documents required to be filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except those filings associated with employee benefit plans). The Company will immediately notify each Agent of any downgrading in the rating of the Notes or any other debt securities of the Company, or any proposal to downgrade the rating of the Notes or any other debt securities of the Company, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), as soon as the Company learns of such downgrading or proposal to downgrade. (d) The Company will furnish to each Agent copies of the Registration Statement, including all exhibits except those incorporated by reference, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (e) The Company will use its best efforts to obtain the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company shall not be required to qualify as a foreign corporation or to file any consent to service of process under the laws of any jurisdiction or to comply with any other requirements deemed by the Company to be unduly burdensome. (f) So long as any Notes are outstanding, the Company will furnish to the Agents: (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders, and (iii) from time to time, such other information concerning the Company as you may reasonably request. (g) The Company will pay all expenses incident to the performance of its obligations under this Agreement, and will reimburse each Agent for any expenses (including Blue Sky fees and disbursements of counsel which will not in the aggregate exceed $6,000) incurred by it in connection with qualification of the Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto, for any filing fees charged by investment rating agencies for the rating of the Notes, for any filing fee of the National Association of Securities Dealers, Inc. relating to the Notes, and for the reasonable fees and disbursements of counsel to the Agents. (h) Not later than 45 days after the end of the 12-month period beginning at the end of any fiscal quarter of the Company -7- in which the Closing Date or any other Representation Date occurs, the Company will make generally available to its security holders an earnings statement (which need not be audited) covering such 12-month period which will satisfy the provisions of Section 11(a) of the Act. 5. Conditions of Obligations of Agents. The obligation of each Agent under this Agreement at any time to solicit offers to purchase the Notes is subject to the accuracy of the representations and warranties of the Company herein on the date hereof, on each Representation Date and on the date of each such solicitation, to the accuracy of the statements of the Company's officers made pursuant to the provisions hereof on each such date, to the performance by the Company of its obligations hereunder on or prior to each such date, and to each of the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any Agent, shall be contemplated by the Commission. (b) Neither the Registration Statement nor the Prospectus, as amended or supplemented as of any Representation Date or date of such solicitation, as the case may be, shall contain any untrue statement of fact which, in the opinion of any Agent, is material or omits to state a fact which, in the opinion of such Agent, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) There shall not have occurred (i) any suspension or limitation of trading in securities generally on the New York Stock Exchange other than a temporary suspension in trading to provide for an orderly market, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the- counter market; (ii) any banking moratorium declared by Federal or New York authorities; or (iii) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of such Agents, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with solicitations of purchases of, or sales of, Notes. (d) At the Closing Date, the Agents shall have received an opinion, dated the Closing Date, of the General Counsel or an Associate General Counsel of the Company, to the effect that: (i) The Company and Constellation Holdings, Inc. have been duly incorporated and are validly existing as corporations in good standing under the laws of the State -8- of Maryland, with power and authority (corporate and other) to own their respective properties and conduct their respective businesses as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in the Commonwealth of Pennsylvania and the District of Columbia which are the only other jurisdictions in which the conduct of its business or the ownership of its properties requires such qualification and the failure to do so would have a material and adverse impact on its financial condition; (ii) The Indenture has been duly authorized, executed and delivered by the Company, and is a valid instrument, legally binding on the Company, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights and by general principles of equity; (iii) The issuance and sale of Notes have been duly authorized by all necessary corporate action of the Company. The Notes (assuming that they have been duly authenticated by the Trustee or a duly designated Authentication Agent under the Indenture, which fact counsel need not verify by an inspection of the Notes), when issued in accordance with the provisions of this Agreement and the Indenture, will be duly issued and constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits provided by the Indenture, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights and by general principles of equity; (iv) The Registration Statement has become effective under the Act and (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; (b) the Registration Statement (as of its effective date) and the Prospectus (as of the date of this Agreement) appeared to comply as to form in all material respects with the requirements of Form S-3 under the Act and the 33 Act Rules and Regulations and the Trust Indenture Act; (c) such counsel has no reason to believe that either the Registration Statement as of its effective date or the Prospectus as of the date of this Agreement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (d) the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly -9- present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required; it being understood that such counsel, in addressing the matters covered in this paragraph (iv), need express no opinion as to the financial statements or other financial and statistical information contained in the Registration Statement or the Prospectus or incorporated therein or attached as an exhibit thereto or as to the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Indenture; (v) The approval of the Public Service Commission of Maryland necessary for the valid issuance by the Company of Notes pursuant to this Agreement has been obtained and continues in full force and effect. The Company has received the approval of the Federal Energy Regulatory Commission ("FERC") for the issuance of Notes on or before December 31, 1996 with maturities of not more than 12 months after the date of issuance and the approval of FERC will be required for the issuance of any Notes having such maturities after December 31, 1996. Such counsel knows of no other approval of any other regulatory authority which is legally required for the valid offering, issuance, sale and delivery of the Notes by the Company under this Agreement (except that such opinion need not pass upon the requirements of state securities acts); (vi) To the best of such counsel's knowledge and belief, the consummation of the transactions contemplated in this Agreement and the compliance by the Company with all the terms of the Indenture did not and will not result in a breach of any of the terms or provisions of, or constitute a default under, the Company's Charter or By- Laws or any indenture, mortgage or deed of trust or other agreement or instrument to which the Company is a party; (vii) Each of this Agreement, the Authentication Agency Agreement, the Agreement to Maintain Agency, the Interest Calculation Agency Agreement and the Letter of Representations has been duly authorized, executed and delivered by the Company; (viii) The Indenture is duly qualified under the Trust Indenture Act; (ix) The issuance, sale and delivery of the Notes as contemplated by this Agreement are not subject to the approval of the Commission under the provisions of the -10- Public Utility Holding Company Act of 1935, as amended (the "1935 Act"); and (x) The Notes and Indenture conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus under the caption "DESCRIPTION OF NOTES" and on the cover page of the Prospectus. (e) At the Closing Date, the Agents shall have received a certificate, dated the Closing Date, of the Chairman of the Board, President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation and relying upon opinions of counsel to the extent legal matters are involved, shall state that (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects, (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and (iv) subsequent to the date of the most recent financial statements set forth or incorporated by reference in the Prospectus, there has been no material adverse change in the financial position or in the financial results of operations of the Company, except as set forth or contemplated in the Prospectus or as described in such certificate. (f) At the Closing Date, the Agents shall have received a letter, dated the Closing Date, of Coopers & Lybrand, confirming that they are independent pubic accountants within the meaning of the Act and the 33 Act Rules and Regulations, and stating in effect that: (i) In their opinion, the consolidated financial statements and supporting schedules audited by them which are included in the Company's Form 10-K ("Form 10-K"), which is incorporated by reference in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the 33 Act Rules and Regulations and the Exchange Act and the Exchange Act Rules and Regulations; (ii) On the basis of procedures specified in such letter (but not an audit in accordance with generally accepted auditing standards), including reading the minutes of meetings of the shareholders, the Board of Directors and the Executive Committee of the Company since the end of the year covered by the Form 10-K as set forth in the minute books through a specified date not more than five days prior to the Closing Date, performing the -11- procedures specified in Statement on Auditing Standards No. 71, Interim Financial Information, on the unaudited interim consolidated financial statements of the Company incorporated by reference in the Registration Statement, if any, and reading the latest available unaudited interim consolidated financial statements of the Company, and making inquiries of certain officials of the Company who have responsibility for financial and accounting matters as to whether the latest available financial statements not incorporated by reference in the Registration Statement are prepared on a basis substantially consistent with that of the audited consolidated financial statements incorporated in the Registration Statement, nothing has come to their attention that has caused them to believe that (1) any unaudited consolidated financial statements incorporated by reference in the Registration Statement do not comply in form in all material respects with the applicable requirements of the Act and the 33 Act Rules and Regulations and the Exchange Act and the Exchange Act Rules and Regulations or any material modifications should be made to those unaudited consolidated financial statements for them to be in conformity with generally accepted accounting principles; (2) at the date of the latest available balance sheet not incorporated by reference in the Registration Statement there was any change in the capital stock, change in long-term debt or decrease in consolidated net assets or common shareholders' equity as compared with the amounts shown in the latest balance sheet incorporated by reference in the Registration Statement or for the period from the closing date of the latest income statement incorporated by reference in the Registration Statement to the closing date of the latest available income statement read by them there were any decreases, as compared with the corresponding period of the previous year, in operating revenues, operating income, net income, the ratio of earnings to fixed charges (measured on the most recent twelve month period), or in earnings per share of common stock except in all instances of changes or decreases that the Registration Statement discloses have occurred or may occur, or which are described in such letter; or (3) at a specified date not more than five days prior to the Closing Date, there was any change in the capital stock or long-term debt of the Company or, at such date, there was any decrease in net assets of the Company as compared with amounts shown in the latest balance sheet incorporated by reference in the Registration Statement, or for the period from the closing date of the latest income statement incorporated by reference in the Registration Statement to a specified date not more than five days prior to the Closing Date, there were any decreases as compared with the corresponding period of the previous year, in operating revenues, operating income, net income or in earnings applicable to common stock, except in all cases -12- for instances of changes or decreases that the Registration Statement discloses have occurred or may occur, or which are described in such letter; and (iii) Certain specified procedures have been applied to certain financial or other statistical information (to the extent such information was obtained from the general accounting records of the Company) set forth or incorporated by reference in the Registration Statement and that such procedures have not revealed any disagreement between the financial and statistical information so set forth or incorporated and the underlying general accounting records of the Company, except as described in such letter. (g) The Agents shall have received from Cahill Gordon & Reindel, counsel for the Agents, an opinion dated the Closing Date, with respect to the matters referred to in paragraph 6(d) subheadings (ii), (iii), (iv)b, (v), (vii), (viii) and (x) and such other related matters as you may require and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass on such matters. In rendering such opinion, Cahill Gordon & Reindel may rely, as to the incorporation of the Company, the approval of the Public Service Commission of Maryland required for the issuance, sale and delivery of the Notes, and all other matters governed by the laws of the State of Maryland, the applicability of the 1935 Act and the approval of FERC for the issuance, sale and delivery of the Notes upon the opinion of Counsel for the Company referred to above. In addition, such counsel shall state that such counsel has participated in conferences with officers, counsel and other representatives of the Company, representatives of the independent certified public accountants for the Company and representatives of the Agents at which the contents of the Registration Statement and the Prospectus and related matters were discussed; and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subheading (x) above), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement (as of its effective date) or the Prospectus (as of the date of this Agreement), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein not misleading (it being understood that such counsel need make no comment with respect to the financial statements and other financial and statistical information included in the Registration Statement or Prospectus or -13- incorporated therein or as to the Statement of Eligibility and Qualification on Form T-l of the Trustee under the Indenture). (h) The approval of the Public Service Commission of Maryland necessary for the valid issuance of Notes by the Company pursuant to this Agreement has been obtained and continues in full force and effect. The Company has received the approval of FERC for the issuance of Notes on or before December 31, 1996 with maturities of not more than 12 months after the date of issuance and the approval of FERC will be obtained before the issuance of any Notes having such maturities after December 31, 1996. The Company will furnish the Agents with such conformed copies of such opinions, certificates, letters and documents as the Agents reasonably request. 6. Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer for the purchase of Notes shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance, it being understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Company of an offer for the purchase of Notes shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the settlement date for the sale of such Notes, after giving effect to the issuance of such Notes and of any other Notes to be issued on or prior to such settlement date, the aggregate amount of Notes which have been issued and sold by the Company will not exceed the amount of Notes registered pursuant to the Registration Statement. (b) From the time solicitation regarding the sale of the Notes is begun until all of the Notes have been sold, each time the Company (i) amends or supplements the Registration Statement or the Prospectus (other than in reference solely to interest rates or maturities of Notes) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; and (iv) files a report on Form 8-K under the Exchange Act (the date of filing each of the aforementioned documents is referred to as a "Representation Date"); the Company shall furnish the Agents (but in the case of (iv) above only if requested by the Agents) with a certificate of the Chairman, President or any Vice President and a principal financial or accounting officer of the Company, in form satisfactory to the Agents, to the effect that on the Representation Date, to the best of their knowledge after reasonable investigation and relying upon opinions of counsel to -14- the extent legal matters are involved, (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects; (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Representation Date; (iii) no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; and (iv) subsequent to the date of the most recent financial statements set forth or incorporated by reference in the Prospectus, there has been no material adverse change in the financial position or in the financial results of operations of the Company, except as set forth in or contemplated by the Prospectus or as described in such certificate. (c) From the time solicitation regarding the sale of the Notes is begun until all of the Notes have been sold, at each Representation Date referred to in Section 6(b) (i) or (ii) and, only if requested by the Agents, at each Representation Date referred to in Section 6(b) (iii) or (iv), the Company shall concurrently furnish the Agents with a written opinion or opinions of counsel for the Company, dated the Representation Date or the date of such filing, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion, counsel may furnish the Agents with a letter to the effect that the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) From the time solicitation regarding the sale of the Notes is begun until all of the Notes have been sold, at each Representation Date referred to in Section 6(b) (i) or (ii) and, only if requested by the Agents, at each Representation Date referred to in Section 6(b) (iii) or (iv), but in each case only if such documents referred to in Section 6(b) include additional financial information, the Company shall cause Coopers & Lybrand concurrently to furnish the Agents with a letter, addressed jointly to the Company and the Agents and dated the Representation Date or the date of such filing, in form and substance satisfactory to the Agents, to the effect set forth in Section 5(f) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Coopers & Lybrand may limit the -15- scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the reasonable judgment of the Agents, should be covered by such letter, in which event such letter shall also cover such other information and procedures as shall be agreed upon by the Agents. (e) On each settlement date for the sale of Notes, the Company shall, if requested by an Agent that solicited or received the offer to purchase any Notes being delivered on such settlement date, furnish such Agent with a written opinion of the General Counsel or an Associate General Counsel of the Company, dated the date of delivery thereof, in form satisfactory to such Agent, to the effect set forth in clauses (i), (ii), (iii) and (v) of Section 5(d) hereof, but modified, as necessary, to relate to the Prospectus as amended or supplemented at such settlement date and except that such opinion shall state that the Notes being sold by the Company on such settlement date, when delivered against payment therefor as provided in the Indenture and this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject only to the exceptions as to enforcement set forth in clauses (ii) and (iii) of Section 5(d) hereof, and conform to the description thereof contained in the Prospectus as amended or supplemented at such settlement date. (f) The Company agrees that any obligation of a person who has agreed to purchase Notes to make payment for and take delivery of such Notes shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Company's representations and warranties deemed to be made to the Agents pursuant to Section 2 and the last sentence of subsection (a) of this Section 6; (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b), (c) and (h), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise the judgment permitted under Section 5(b) or (c) on behalf of any such person; (iii) the absence of any change or development involving a prospective change, not contemplated by the Prospectus, in or affecting particularly the business or properties of the Company which materially impairs the investment quality of the Notes; and (iv) no downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act). 7. Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Agent and each person if any, who controls either Agent within the meaning of the Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such -16- Agent or such controlling person may become subject, under the Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus, or any related preliminary prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Agent and each such controlling person for any legal or other expenses reasonably incurred by such Agent or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to such Agent or controlling person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Agent or such controlling person specifically for use therein unless such loss, claim, damage or liability arises out of the offer or sale of Notes occurring after such Agent or controlling person has notified the Company in writing that such information should no longer be used therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Agent will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject, under the Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus, or any related preliminary prospectus or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent specifically for use therein; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that such Agent will not be liable to the Company or any such director, officer or controlling person in any such case to the extent that any such loss, claim, damage or liability arises out of the offer or -17- sale of Notes occurring after such Agent has notified the Company in writing that such information should no longer be used therein. This indemnity agreement will be in addition to any liability which such Agent may otherwise have. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under (a) and (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who may, with the consent of the indemnified party, be counsel to the indemnifying party) and who shall not be counsel to any other indemnified party who may have interests conflicting with those of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (d) If recovery is not available under the foregoing indemnification provisions of this Section for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses, except to the extent that contribution is not permitted under Section ll(f) of the Act. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Notes (taking into account the portion of the proceeds of the offering realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. The Company and the Agents and such controlling persons agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Agents and such controlling persons were treated as one entity for such purpose). Notwithstanding the provisions of this subsection (d), no Agent or controlling person shall be required to make contribution hereunder which in the aggregate exceeds the total public offering price of the Notes, distributed to the public through it pursuant to this Agreement or upon resale of Notes purchased by -18- it from the Company, less the aggregate amount of any damages which such Agent or such controlling person has otherwise been required to pay in respect to the same claim or substantially similar claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each Agent and each controlling person in this subsection (d) to contribute are several, in the same proportion which the amount of the Notes which are the subject of the action and which were distributed to the public through such Agent or such controlling person pursuant to this Agreement bears to the total amount of such Notes distributed to the public through any other Agent or controlling person pursuant to this Agreement, and not joint. 8. Status of Each Agent. In soliciting offers to purchase the Notes from the Company pursuant to this Agreement and in assuming its other obligations hereunder (other than offers to purchase pursuant to Section 11), each Agent is acting individually and not jointly and is acting solely as agent for the Company and not as principal. Each Agent will use all reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company has been solicited by such Agent and accepted by the Company, but such Agent shall have no liability to the Company in the event any such purchase is not consummated for any reason. If the Company shall default on its obligations to deliver Notes to a purchaser whose offer it has accepted, the Company (i) shall hold the Agents harmless against any loss, claim or damage arising from or as a result of such default by the Company, and (ii), in particular, shall pay to the Agents any commission to which they would be entitled in connection with such sale. 9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Agents set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Agent, the Company or any of their respective representatives, officers or directors or any controlling person and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 10 or for any other reason, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4(g) and the obligations of the Company under Sections 4(f) and (h) and the respective obligations of the Company and the Agents pursuant to Section 7 shall remain in effect. In addition, if any such termination shall occur either (i) at a time when any Agent shall own any of the Notes with the intention of reselling them or (ii) after the Company has accepted an offer to purchase Notes and prior to the related settlement, the obligations of the Company under the last sentence of Section 4(b), under Sections 4(a), 4(c), 4(d), 4(e), 6(a), 6(e) and 6(f) and, in the case of a -19- termination occurring as described in (ii) above, under Section 3(c) and under the last sentence of Section 8, shall also remain in effect. The respective obligations of the Company and the Agents pursuant to Section 7 of the Agency Agreement between the Company and the Agents dated September 21, 1994 remain effective under this restated Agreement. 10. Termination. This Agreement may be terminated for any reason at any time by the Company as to any Agent or, in the case of either Agent, by such Agent insofar as this Agreement relates to such Agent, upon the giving of one day's written notice of such termination to the other parties hereto. Any settlement with respect to Notes placed by an Agent occurring after termination of this Agreement shall be made in accordance with the Procedures and each Agent agrees, if requested by the Company, to take the steps therein provided to be taken by such Agent in connection with such settlement. 11. Other Sales and Purchases of Notes. From time to time, any Agent may agree with the Company to purchase all or a portion of Notes from the Company as an underwriter (acting either alone or in conjunction with one or more investment banking firms) for resale to the public. In this event, such purchase shall be made in accordance with the terms of a separate agreement to be entered into between such Agent and the Company in substantially the form attached hereto as Exhibit C. Without the oral consent (confirmed in writing) of the Company, neither Agent shall have the right to purchase all or a portion of the Notes for its own account. In the event the Company consents to such purchase, the purchase shall be made in accordance with the terms of a separate agreement to be entered into between such Agent and the Company in substantially the form attached hereto as Exhibit D. Nothing in this Agreement shall prohibit the sale of all or a portion of Notes directly by the Company to any person or entity without the involvement of either of the Agents or from entering into similar agreements with other firms as agents. The Company will not appoint another agent without providing each Agent with at least one business day's notice. 12. Notices. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Lehman Brothers Inc. shall be mailed, delivered or telecopied to it at 3 World Financial Center, 12th Floor, New York, New York 10285-1200, telecopier, (212) 528-1718, Attention: Medium-Term Note Department; notices to Goldman, Sachs & Co. shall be mailed, delivered or telecopied to it at 85 Broad Street, New York, New York 10004, telecopier, (212) 902-3000, Attention: Registration Department; and notices to the Company shall be mailed, delivered -20- or telecopied to it at 39 W. Lexington Street, Baltimore, Maryland 21201, telecopier, (410) 234-5367, Attention: Treasurer, 8th Floor, Gas and Electric Building, or in the case of any party hereto, to such other address or person as such party shall specify to each other party by a notice given in accordance with the provisions of this Section 12. Any such notice shall take effect at the time of receipt. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors, the officers and directors and controlling persons referred to in Section 7 and, to the extent provided in Section 6(f), any person who has agreed to purchase Notes from the Company, and no other person will have any right or obligation hereunder. 14. Governing Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument. If the foregoing correctly sets forth our agreement, please indicate your acceptance hereof in the space provided for that purpose below. Very truly yours, BALTIMORE GAS AND ELECTRIC COMPANY By: CONFIRMED AND ACCEPTED, as of the date first above written: LEHMAN BROTHERS INC. By: GOLDMAN, SACHS & CO. By: Exhibit A to Agency Agreement The Company agrees to pay either Agent a commission equal to the following percentage of the principal amount of Notes sold to purchasers solicited by such Agent: Commission Rate (as a percentage of Term principal amount) 9 months to less than 12 months .125 12 months to less than 18 months .15 18 months to less than 24 months .20 2 years to less than 3 years .25 3 years to less than 4 years .35 4 years to less than 5 years .45 5 years to less than 7 years .50 7 years to less than 10 years .55 10 years to less than 15 years .60 15 years to less than 20 years .65 20 years through 30 years .75 Exhibit B to Agency Agreement ADMINISTRATIVE PROCEDURES The Medium-Term Notes, Series D due from nine months to thirty years from their issue dates (the "Notes") are to be offered on a continuing basis by Baltimore Gas and Electric Company (the "Company"). Lehman Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government Securities, Inc.), and Goldman, Sachs & Co., as agents (individually, an "Agent" and collectively, the "Agents") have each agreed to use all reasonable efforts to solicit purchases of the Notes. Neither Agent will be obligated to purchase Notes for its own account and neither may do so without the written consent of the Company. The Notes are being sold pursuant to an Agency Agreement, dated as of _____, 1995 (the "Agency Agreement"), among the Company and the Agents, and will be issued pursuant to an Indenture, dated as of July 1, 1985 as supplemented by the Supplemental Indentures dated as of October 1, 1987 and January 26, 1993, respectively (the "Indenture"). The Notes will rank equally with all other unsecured and unsubordinated indebtedness of the Company and will have been registered with the Securities and Exchange Commission (the "Commission"). The Company has designated _________________ (the "Bank") as the agency for payment, registration and notice concerning the Notes in accordance with Section 5.02 of the Indenture pursuant to the Agreement to Maintain Agency between the Company and the Bank dated ________, 1995. The Company, with the consent of The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), as trustee under the Indenture, has designated the Bank as the Authentication Agent for the Notes in accordance with Section 2.02 of the Indenture pursuant to the Authentication Agency Agreement between the Company and the Bank dated _________, 1995. The Company has also designated the Bank as the Calculation Agent with respect to the issuance of floating rate notes pursuant to the Interest Calculation Agency Agreement between the Company and the Bank dated _____________, 1995. Administrative procedures and specific terms of the offering are explained below. Internal administrative and record-keeping responsibilities will be handled for the Company by its Financial Services Unit of the Finance Department. The Company will advise the Agents in writing of those persons handling administrative responsibilities with whom the Agents are to communicate regarding offers to purchase Notes and the details of their delivery. Unless otherwise designated, the Notes will be issued as Global Securities registered in the name of The Depository Trust Company or a nominee thereof (referred to as "Book Entry Notes"). Procedures pertaining specifically to Book- Entry Notes and, as the case may be, Notes issued in definitive form ("Certificated Notes") will be explained separately below. I. GENERAL PROCEDURES Aggregate Principal Amount: $225,000,000 Issue Date: Each Note will be dated the date of its authentication. Each Note will also bear an original issue date (the "Issue Date") which, with respect to any Note (or portion thereof), shall mean the date of its original issuance and shall be -B2- specified therein. The Issue Date shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of a Note, regardless of their dates of authentication. Maturities: Each Note will mature on a Business Day (as defined below), selected by the purchaser and agreed to by the Company, which will range from nine months to thirty years after the Issue Date. Each Note bearing interest at a rate determined by reference to an interest rate formula (a "Floating Rate Note") will mature on an Interest Payment Date (as defined below). "Business Day" means any day other than a Saturday or Sunday that (a) is not a day on which banking institutions in Baltimore, Maryland, or in New York, New York, are authorized or obligated by law or executive order to be closed, and (b) with respect to LIBOR Notes only, is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. Price to Public: Each Note will be issued at 100% of principal amount (unless otherwise indicated in a pricing supplement). Denominations: The minimum denominations of the Notes will be $100,000 and integral multiples of $1,000 in excess thereof (see "Special Procedures for Book- Entry Notes - Denominations" for information relating to Book-Entry Notes). Registration: Notes will be issued only in fully registered form as either a Book-Entry Note or a Certificated Note. Certificated Notes may be presented for registration of transfer or exchange at the Bank's New York office. Interest Payments: Each Note bearing interest at a fixed rate (a "Fixed Rate Note") will bear interest from its Issue Date if interest has not been paid on the Note or from the most recent Interest Payment Date to which interest has been paid at the fixed rate per annum stated on the face thereof, payable semi-annually on May 1 and November 1 of each year (each an "Interest Payment Date" with respect to such Fixed Rate Note), and at Stated Maturity, and, if applicable, upon redemption. Special provisions are set forth in the Prospectus relating to Floating Rate Notes. Interest rates are determined by reference to the interest rate formula stated therein and payable in arrears on such dates as specified therein (each an "Interest Payment Date" with respect to such Floating Rate Note). Interest on Fixed Rate Notes (including payments for partial periods) will be computed and paid on the basis of a 360-day year of twelve 30-day months and will not accrue on the 31st day of any month. Interest will be payable to the person in whose name the Note is registered at the close of business on April 15 or October 15, (whether or not such date is a Business Day) with respect to Fixed Rate Notes or the fifteenth day (whether or not a Business Day) with respect to Floating Rate Notes (the "Record Dates"), next preceding the respective Interest Payment Date; provided, however, that interest payable at Stated Maturity and, if applicable, upon redemption will be payable to the person to whom principal shall be payable. The first -B3- payment of interest on any Note originally issued between a Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Record Date. All interest payments (excluding interest payments made at Stated Maturity and, if applicable, upon redemption) will be made by check mailed to the person entitled thereto as provided above; except that holders of the Notes may, at the option of the Company, receive interest payments (excluding interest payments made at maturity) by wire upon fifteen Business Day's written notice to the Bank. On the fifth Business Day immediately preceding each Interest Payment Date, the Bank will furnish the Company with the total amount of the interest payments to be made on such Interest Payment Date. The Bank will provide monthly to the Company's Financial Services Unit a list of the principal and interest to be paid on Notes maturing in the next succeeding month. On the Interest Payment Date (unless the Interest Payment Date is not a Business Day, then the immediately succeeding Business Day), the Company will transfer to the Bank, via the Federal Reserve wire system, immediately available funds sufficient to make such interest payments. The Bank will assume responsibility for withholding taxes on interest paid as required by law. Acceptance of Offers: Each Agent will promptly advise the Company of each reasonable offer to purchase Notes received by it, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company rejects an offer, the Company will promptly notify the Agent involved. Settlement: All offers accepted by the Company will be settled on the third Business Day next succeeding the date of acceptance unless otherwise agreed by any purchaser and the Company. The settlement date shall be specified upon receipt of an offer. Confirmation: For each accepted offer, the Presenting Agent will issue a confirmation to the purchaser, with a copy to the Company's Financial Services Unit and the Bank, setting forth the Purchase Information and delivery and payment instructions. Redemption: Except as otherwise specified in the applicable Pricing Supplement and on the Notes, the Notes will not be redeemable prior to their Stated Maturity. If so specified in a Pricing Supplement and on the Note, such Note will be redeemable at the option of the Company on or after a specified date prior to its Stated Maturity at a specified price or prices (which may include a premium) together with accrued interest thereon payable to, but excluding, the date fixed for redemption. The Notes will be redeemable in whole or in part (whether or not any other Notes of the same series are redeemed), in increments of $1,000 (provided that if a Note is redeemed in part, any remaining principal amount of such Note shall be at least $100,000) on notice by mail given not more than 60 nor less than 30 days prior to the date fixed -B4- for redemption. If there is a partial redemption, the Bank will issue a new Note on the same terms. Upon presentation of each Note at the date fixed for redemption, the Bank (or any other duly appointed paying agent) will pay the principal amount (at a price, expressed as a percent of the principal amount, specified on the Note and in the applicable Pricing Supplement) redeemed thereof, together with accrued interest due on the amount redeemed at the date fixed for redemption. Such payment shall be made in immediately available funds, provided that the Note is presented to the Bank (or any such paying agent) in time for the Bank (or any such paying agent) to make payments in such funds in accordance with its normal procedures. On the date fixed for redemption (unless the date fixed for redemption is not a Business Day, then the immediately succeeding Business Day), the Company will provide the Bank (and any such paying agent), via the Federal Reserve wire transfer system, with immediately available funds sufficient for the Bank to make such payment. Notes presented at the date fixed for redemption will be cancelled by the Bank as provided in the Indenture. Maturity: Upon presentation of each Note at maturity, the Bank (or any other duly appointed paying agent) will pay the principal amount thereof, together with accrued interest due at maturity. Such payment shall be made in immediately available funds, provided that the Note is presented to the Bank (or any such paying agent) in time for the Bank (or any such paying agent) to make payments in such funds in accordance with its normal procedures. On the maturity date, the Company will provide the Bank (and any such paying agent), via the Federal Reserve wire transfer system, with immediately available funds sufficient for the Bank to make such payment. Notes presented at maturity will be cancelled by the Bank as provided in the Indenture. Procedure for Rate or Redemption Changes: The Company and the Agents will discuss from time to time the rates to be borne by, and the redemption provisions, if any, of, the Notes that may be sold as a result of the solicitation of offers by the Agents. Once any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the Company, if the Company plans to accept an offer to purchase Notes upon such terms, it will prepare a sticker reflecting the terms of such Notes and, after confirming such terms with such Agent, will arrange to have the Prospectus, as then amended or supplemented, and bearing such sticker, filed with the Commission and will supply at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such sticker, to the Presenting Agent. No settlements with respect to Notes upon such terms may occur prior to such filing and the Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company decides to post rates (which may include the presence or absence of redemption provisions) and a decision has been reached to change -B5- interest rates or redemption provisions, if any, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "posted." Following establishment of posted rates and prior to the filing described in the following sentence, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept an offer at the posted rate, it will prepare a sticker reflecting such posted rates and, after confirming such terms with such Agent, will arrange to have the Prospectus, and bearing such sticker, filed with the Commission and will supply at least 10 copies of the Prospectus, as then amended or supplemented, to the Presenting Agent. No settlements at the posted rates may occur prior to such filing and the Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated stickers, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed. Suspension of Solicitation; Amendment or Supplement: As provided in the Agency Agreement, the Company may suspend solicitation of purchases at any time and, upon receipt of at least one Business Day's prior notice from the Company, the Agents will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in the event that at the time the Company suspends solicitation of purchases there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. - B6 - Delivery of Prospectus: A copy of the Prospectus, as most recently amended or supplemented on the date of delivery thereof (except as provided below), must be delivered to a purchaser prior to or together with the earlier of delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such purchaser. The Company shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing stickers) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Authenticity of Signatures: The Company will cause the Bank to furnish the Agents from time to time with the specimen signatures of each of the Bank's officers, employees or agents who have been authorized by the Bank to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Bank in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Bank on any Note. Advertising Cost: The Company will determine with the Agents the amount of advertising that may be appropriate in offering the Notes. Advertising expenses will be paid by the Company. II. SPECIAL PROCEDURES FOR BOOK-ENTRY NOTES Each Note may be represented by either a Global Security delivered to the Bank, as agent for the Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC or a certificate delivered to the Holder thereof or a Person designated by such Holder. An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Bank will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Bank to DTC and a Medium-Term Note Certificate Agreement previously entered into between the Bank and DTC, and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Except as otherwise set forth in this Exhibit B, Book-Entry Notes will be issued in accordance with the administrative procedures set forth in this section. Issuance: On any date of settlement (as defined under "Settlement" below), for one or more Fixed Rate Book-Entry Notes, the Company will issue a single Global -B7- Security in fully registered form without coupons representing up to $200,000,000 principal amount of all of such Notes that have the same original issuance date, interest rate and Stated Maturity. Similarly, on any settlement date for one or more Floating Rate Book-Entry Notes, the Company will issue a single Global Security representing up to $200,000,000 principal amount of all of such Notes that have the same interest rate formula, original issuance date, Initial Interest Rate, Interest Payment Dates, Index Maturity, Spread or Spread Multiplier, minimum interest rate (if any), maximum interest rate (if any) and Stated Maturity. Each Global Security will be dated and issued as of the date of its authentication by the Bank, as authenticating agent. Each Global Security will have an interest accrual date (the "Interest Accrual Date"), which will be (i) with respect to an original Global Security (or any portion thereof), its original issuance date and (ii) with respect to any Global Security (or portion thereof) issued subsequently upon exchange of a Global Security or in lieu of a destroyed, lost or stolen Global Security, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Security or Securities (or if no such payment or provision has been made, the original issuance date of the predecessor Global Security), regardless of the date of authentication of such subsequently issued Global Security. No Global Security will represent (i) both Fixed Rate and Floating Rate Book-Entry Notes or (ii) any Certificated Note. Identification Numbers: The Company will arrange, on or prior to commencement of a program for the offering of Book-Entry Notes, with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of a series of CUSIP numbers (including tranche numbers), consisting of approximately 900 CUSIP numbers and relating to Global Securities representing the Book-Entry Notes. The Company will obtain from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and will deliver to the Bank and DTC such written list of 900 CUSIP numbers of such series. The Company will assign CUSIP numbers to Global Securities as described below under Settlement Procedure "B." DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Global Securities. At any time when fewer than 100 of the reserved CUSIP numbers remain unassigned to Global Securities, and if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers the Company shall deliver such additional CUSIP numbers to the Bank and DTC. Registration: Each Global Security will be registered in the name of Cede & Co., as nominee for DTC, on the Securities Register maintained under the Indenture governing such Global Security. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book- entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the -B8- separate records of such Participants and one or more indirect participants in DTC. Transfers: Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Note. Consolidation and Exchange: The Bank may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation specifying (i) the CUSIP numbers of two or more Outstanding Global Securities that represent (A) Fixed Rate Book-Entry Notes having the same original issuance date, interest rate and Stated Maturity and with respect to which interest has been paid to the same date or (B) Floating Rate Book-Entry Notes having the same interest rate formula, original issuance date, Initial Interest Rate, Interest Payment Dates, Index Maturity, Spread or Spread Multiplier, minimum interest rate (if any), maximum interest rate (if any) and Stated Maturity and with respect to which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number, obtained from the Company, to be assigned to such replacement Global Security. Upon receipt of such a notice, DTC will send to its participants (including the Bank) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Bank will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, the Bank will exchange such Global Securities for a single Global Security bearing the new CUSIP number and a new Interest Accrual Date, and the CUSIP numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, if the Global Securities to be exchanged exceed $200,000,000 in aggregate principal amount, one Global Security will be authenticated and issued to represent each $200,000,000 of principal amount of the exchanged Global Securities and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Global Securities (see "Denominations" below). Denominations: Book-Entry Notes will be issued in principal amount of $100,000, or any amount in excess thereof that is an integral multiple of $1,000. Global Securities representing one or more Book- Entry Notes will be denominated in principal amounts not in excess of $200,000,000. Interest: General. Interest on each Book-Entry Note will accrue from the Interest Accrual Date of the Global Security representing such Note. Each payment of interest on a Book-Entry Note will include interest accrued through the date preceding, as the case may be, the Interest Payment Date, Stated -B9- Maturity or redemption; provided, however, that if the Interest Reset Dates with respect to any such Note are daily or weekly, interest payable on any Interest Payment Date, other than interest payable on any date on which principal for such Note is payable, will include interest accrued from but excluding the second preceding Record Date to and including the next preceding Record Date. Interest payable at the Stated Maturity or upon redemption of a Book- Entry Note will be payable to the Person to whom the principal of such Note is payable. Standard & Poor's Corporation will use the information received in the pending deposit message described under Settlement Procedure "C" below in order to include the amount of any interest payable and certain other information regarding the related Global Security in the appropriate weekly bond report published by Standard & Poor's Corporation. On the first Business Day of January, April, July and October of each year the Bank will deliver to the Company and DTC a written list of Regular Record Dates and Interest Payment Dates that will occur with respect to Floating Rate Book-Entry Notes during the six-month period beginning on such first Business Date. Promptly after each Interest Determination Date (as defined in the Prospectus) for Floating Rate Notes, the Bank, acting as the calculation agent for Floating Rate Notes, will notify Standard & Poor's Corporation of the interest rates determined on such Interest Determination Date. Payments of Principal and Interest: Payments of Interest Only. Promptly after each Record Date, the Bank will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest to be paid on each Global Security on the following Interest Payment Date (other than an Interest Payment Date coinciding with Maturity) and the total of such amounts. DTC will confirm the amount payable on each Global Security on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor's Corporation. The Company will pay to the Bank, as paying agent, the total amount of interest due on such Interest Payment Date (other than at Maturity), and the Bank will pay such amount to DTC at the times and in the manner set forth below under "Manner of Payment." Payments at Maturity. On or about the first Business Day of each month, the Bank will deliver to the Company and DTC a written list of principal and interest to be paid on each Global Security maturing in the following month. The Company, the Bank and DTC will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Maturity of such Global Security. The Company will pay to the Bank, as the paying agent, the principal amount of such Global Security, together with interest due at such Maturity. The Bank will pay such amount to DTC at the times and in the manner set forth below under "Manner of Payment." Promptly after payment to DTC of the principal and interest due at the Maturity of such Global Security, the Bank will cancel such Global Security and deliver it to the Company with an appropriate debit advice. On the first Business Date of each month, the Bank will prepare a written statement indicating the total principal amount of Outstanding Global Securities for -B10- which it serves as paying agent and authenticating agent as of the immediately preceding Business Day. Manner of Payment. The total amount of any principal and interest due on Global Securities on any Interest Payment Date or at Maturity shall be paid by the Company to the Bank in funds available for use by the Bank as of 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Bank to withdraw funds from an account maintained by the Company at the Bank. The Company will confirm such instructions in writing to the Bank, with a copy to the Trustee. For maturity, redemption or any other principal payments: prior to 10 A.M. (New York City time) on such date or as soon as possible thereafter, the Bank will make such payments to DTC in same day funds in accordance with DTC's Same Day Funds Settlement Paying Agent Operating Procedures. For interest payments: the Bank will make such payments to DTC in accordance with existing arrangements between DTC and the Bank. DTC will allocate such payments to its participants in accordance with its existing operating procedures. Neither the Company (either as issuer or as Paying Agent) nor the Bank shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Note. Settlement Procedures: Settlement Procedures with regard to each Book-Entry Note sold by the Company through an Agent, as agent, shall be as follows: A. The Presenting Agent will advise the Company by telephone, and confirm in writing by facsimile transmission the following settlement information: 1. Exact name in which Note is to be registered ("Registered Owner"). 2. Exact address of the Registered Owner and address for payments of principal and interest, if any. 3. Taxpayer identification number of the Registered Owner. 4. Principal amount of the Note (and, if multiple Notes are to be issued, denomina tions thereof). 5. Settlement date. 6. Stated Maturity. 7. Issue Price. 8. Issue date. 9. Trade date. -B11- 10. The DTC Participant account number of such Agent. 11. Interest rate: (a) Fixed Rate Notes: i) interest rate (b) Floating Rate Notes: i) interest rate basis ii) initial interest rate iii) spread and/or spread multiplier, if any iv) interest rate reset periods and dates v) interest payment dates vi) index maturity vii) maximum and minimum interest rates, if any viii) record dates ix) interest determination dates 12. The dates and related prices on or after which the Notes are redeemable at the option of the Company, and additional redemption or repurchase provisions, if any. 13. Wire transfer information. 14. Presenting Agent's commission (to be paid in the form of a discount from the proceeds remitted to the Company upon settlement.) B. The Company will assign a CUSIP number to the Global Security representing such Note and then advise the Bank in writing by facsimile transmission of the information set forth in Settlement Procedure "A" above, such CUSIP number and the name of such Agent. The Original Issuance Instructions will be accompanied by a letter signed by any Officer of the Company giving the Bank authority to authenticate the Notes in the manner set forth in the Original Issuance Instructions. C. The Bank will enter a pending deposit message through DTC's Participant Terminal System, providing the following settlement information to DTC, the Presenting Agent, Standard & Poor's Corporation and, upon request, the Trustee under the Indenture pursuant to which such Note is to be issued: 1. The information set forth in Settlement Procedure "A." 2. Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note. 3. Initial Interest Payment Date for such Note, number of days by which such date succeeds the related "DTC Record Date" (which term means the Regular Record Date except in the case of floating rate notes which reset daily or weekly in which case it means the date 5 calendar days immediately preceding the Interest Payment Date) and amount of interest payable on such Interest Payment Date. 4. Frequency of interest payments (monthly, semiannually, quarterly, etc.). 5. CUSIP number of the Global Security representing such Note. 6. Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time). D. The Bank, as authentication agent, will complete and authenticate the note certificate evidencing the Global Security representing such Book-Entry Note. E. DTC will credit such Note to the Bank's participant account at DTC. F. The Bank will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC to (i) debit such Note to the Bank's participant account and credit such Note to the Presenting Agent's participant account and (ii) debit the Presenting Agent's settlement account and credit the Bank's settlement account for an amount equal to the price of such Note less the Presenting Agent's commission. G. The Presenting Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Note to the Presenting Agent's participant account and credit such Note to the participant accounts of the Participants with respect to such Note and (ii) debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent for an amount equal to the price of such Note. H. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "F" and "G" will be settled in accordance with SDFS operating procedures in effect on the settlement date. I. The Bank will credit to an account of the Company maintained at the Bank funds available for immediate use in the amount transferred to the Bank in accordance with Settlement Procedure "F." J. The Presenting Agent will deliver to the purchaser a copy of the most recent Prospectus applicable to the Note with or prior to any written offer of Notes and the confirmation and payment by the purchaser of the Note. - B13 - The Presenting Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through DTC's institutional delivery system or by mailing a written confirmation to such purchaser. Settlement Procedures Timetable: For orders of Book-Entry Notes solicited by an Agent, as agent, and accepted by the Company for settlement, Settlement Procedures "A" through "J" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: SETTLEMENT PROCEDURES TIME (New York) A - B 11:00 A.M. on the Sale Date C 2:00 P.M. on the Sale Date D 9:00 A.M. on the Settlement Date E 10:00 A.M. on the Settlement Date F - G 2:00 P.M. on the Settlement Date H 4:45 P.M. on the Settlement Date I - J 5:00 P.M. on the Settlement Date If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures "A," "B" and "C" shall be completed as soon as practicable but no later than 11:00 A.M. and 2:00 P.M., as the case may be, on the first Business Day after the sale date. If the initial interest rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure "A" is completed, Settlement Procedures "B" and "C" shall be completed as soon as such rate has been determined but no later than 11:00 A.M. and 12:00 Noon, respectively, on the second Business Day before the settlement date. Settlement Procedure "I" is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the settlement date. If settlement of a Book-Entry Note is rescheduled or canceled, the Bank will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date. Failure to Settle: If the Bank fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure "F," the Bank may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the Bank's participant account. DTC will process the withdrawal message, provided that the Bank's participant account contains a principal amount of the Global Security representing such Note that is at least equal to the principal amount -B14- to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, the Bank will mark such Global Security "canceled," make appropriate entries in the Bank's records and send such canceled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, the Bank will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the other Book- Entry Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchasers thereof (or a Person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Agent for such Note may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "F" and "G," respectively. Thereafter, the Bank will deliver the withdrawal message and take the related actions described in the preceding paragraph. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, the Bank will provide, in accordance with Settlement Procedure "D," for the authentication and issuance of a Global Security representing the other Book- Entry Notes to have been represented by such Global Security and will make appropriate entries in its records. III. SPECIAL PROCEDURES FOR CERTIFICATED NOTES The Notes may be issued in physical form as Certificated Notes. The following Settlement Procedures relate specifically to the issuance of Certificated Notes. Details for Settlement: A. For each offer accepted by the Company, the Agent who presented such offer (the "Presenting Agent") shall communicate to (i) the Company's Financial Services Unit and (ii) the Bank by telephone, facsimile transmission or other acceptable means the following information (the "Purchase Information"): 1. Exact name in which the Note or Notes are to be registered ("registered owner"). 2. Exact address of registered owner and address for payment of principal and interest, if any. 3. Taxpayer identification number of registered owner. -B15- 4. Principal amount of the Note (and if multiple Notes are to issued, denominations thereof). 5. Settlement date. 6. Stated Maturity. 7. Issue Price. 8. Issue date. 9. Trade date. 10. Interest rate: (a) Fixed Rate Notes: i) interest rate (b) Floating Rate Notes: i) interest rate basis ii) initial interest rate iii) spread and/or spread multiplier, if any iv) interest rate reset periods and dates v) interest payment dates vi) index maturity vii) maximum and minimum interest rates, if any viii) record dates ix) interest determination dates 11. The dates and related prices on or after which the Notes are redeemable at the option of the Company, and additional redemption or repurchase provisions, if any. 12. Wire transfer information. 13. Presenting Agent's commission (to be paid in the form of a discount from the proceeds remitted to the Company upon settlement). 14. Instructions for delivery of Note(s). The Issue Date of, and the settlement date for, Notes will be the same. Before accepting any offer to purchase Notes to be settled in less than three days, the Company shall verify that the Bank will have adequate time to prepare and authenticate the Notes. B. After receiving the details for each accepted offer from the Presenting Agent, the Company will, after recording the details and any necessary calculations, confirm the Purchase Information by telephone, facsimile transmission or other acceptable means, to the Bank. -B16- C. The Bank will complete the Note assigning to and entering on, each Note a transaction number and authenticating the Note. D. The Bank will deliver the Notes to the Presenting Agent, pursuant to the delivery instructions from the Company. The Bank will retain a copy of the Note. The Presenting Agent will cause to be wire transferred to a bank account designated by the Company immediately available funds in the amount of the principal of the Notes, less the applicable commission. E. The Presenting Agent, as the Company's agent, will deliver the Notes against payment by such purchasers in immediately available funds in the principal amount of the Notes. Delivery of any confirmation or a Note will be made in compliance with "Delivery of Prospectus." F. The Bank will automatically forward a copy of the Notes to the Company unless notified of a fail (See "Fails"). Settlement Procedures Timetable: For offers accepted by the Company, Settlement Procedures "A" through "F" set forth above shall be completed on or before the respective times set forth below: SETTLEMENT PROCEDURES TIME (New York) A - B 11:00 A.M. on the Next Business Day after the Trade Date C 3:00 P.M. on the Business Date prior to Settlement Date D 2:15 P.M. on the Settlement Date E 3:00 P.M. on the Settlement Date F 5:00 P.M. on the Business Day after the Settlement Date Fails: In the event that a purchaser shall fail to accept delivery of and make payment for a Note on the settlement date, the Presenting Agent will notify the Bank and the Company, by telephone, confirmed in writing. If the Note has been delivered to the Presenting Agent, as the Company's agent, the Presenting Agent shall return such Note to the Bank. If funds have been advanced for the purchase of such Note, the Agent will, immediately upon receipt of such Note, debit the account of the Company for the amount so advanced and the Company shall refund the payment previously made by the Presenting Agent in immediately available funds. Such payments will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If such fail shall have occurred for any reason other than the failure of the Presenting Agent to provide a confirmation to the purchaser, the Company will reimburse the Presenting -B17- Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Note in respect of which the fail occurred, the Bank will make appropriate entries to reflect the fact that the Note was never issued and will mark the Note "Cancelled." The Presenting Agent will not be entitled to any commission with respect to any Note which the purchaser does not accept or make payment for. Exhibit C to Agency Agreement BALTIMORE GAS AND ELECTRIC COMPANY MEDIUM-TERM NOTES, SERIES D FORM OF PURCHASE AGREEMENT INCLUDING STANDARD PURCHASE PROVISIONS BALTIMORE GAS AND ELECTRIC COMPANY MEDIUM-TERM NOTES, SERIES D PURCHASE AGREEMENT ________________________ (Date) Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 Dear Sirs: Referring to the Medium-Term Notes, Series D of Baltimore Gas and Electric Company (the "Company") covered by the registration statement on Form S-3 (No. 33-57704), covering $100 million principal amount of the Notes, as amended by Post-Effective Amendment No. 1 and No. 2, and a registration statement on Form S-3 (No. 33-_________) covering an additional $125 million principal amount of the Notes, which also serves as such Post- Effective Amendment No. 2, (such registration statement No. 33- ___________ including (i) the prospectus included therein, dated ___________, 1995, as supplemented by a prospectus supplement dated _____________ in the form first filed under Rule 424(b) (such prospectus as so supplemented, including each document incorporated by reference therein is hereinafter called the "Prospectus") and (ii) all documents filed as part thereof or incorporated by reference therein, is hereinafter called the "Registration Statement") on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions herein set forth, the purchaser or purchasers named in Schedule A hereto (the "Purchasers") agree to purchase, severally, and the Company agrees to sell to the Purchasers, severally, the respective principal amounts of the Company's Medium-Term Notes, Series D having the terms described below (the "Purchased Notes") set forth opposite the name of each Purchaser on Schedule A hereto. The price at which the Purchased Notes shall be purchased from the Company by the Purchasers shall be ______% of the principal amount plus accrued interest, if any, from _____________. The initial public offering price shall be _____% of the principal amount plus accrued interest, if any, from ____________________. The Purchased Notes will be offered by the Purchasers as set forth in the Prospectus Supplement relating to such Purchased Notes. The Purchased Notes will have the following terms: Fixed Interest rate (if applicable): % per annum (accruing from ) Floating Interest Rate (if applicable): Interest Rate Basis: ___________________ Spread: ___________________ Spread Multiplier: ___________________ Index Maturity: ___________________ Initial Interest Rate: ___________________ Maximum Interest Rate: ___________________ Minimum Interest Rate: ___________________ Interest Reset Dates: ___________________ Interest Determination Dates: ___________________ Calculation Agent: ___________________ Interest Payment Dates: ___________________ Stated Maturity: ___________________ Redemption Prices Redeemable on or after: (% of Principal Amount): ______________ ___________________ ______________ ___________________ ______________ ___________________ The "Closing Date" shall be: The place to which the Purchased Notes may be checked, packaged and delivered shall be: Notices to the Purchasers shall be sent to the following address(es) or telecopier number(s): If we are acting as Representative(s) for the several Purchasers named in Schedule A hereto, we represent that we are authorized to act for such several Purchasers in connection with the transactions contemplated in this Agreement, and that, if there are more than one of us, any action under this Agreement taken by any of us will be binding upon all the Purchasers. All of the provisions contained in the document entitled "Baltimore Gas and Electric Company Standard Purchase Provisions", a copy of which has been previously furnished to us, are hereby incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms. Very truly yours, [Firm Name] By Title: _______________________ Acting on behalf of and as Representative(s) of the several Purchasers named in Schedule A hereto.* The foregoing Purchase Agreement is hereby confirmed as of the date first above written BALTIMORE GAS AND ELECTRIC COMPANY By Title: _____________________ * To be deleted if the Purchase Agreement is not executed by one or more Purchasers acting as Representative(s) of the Purchasers for purposes of this Agreement. SCHEDULE A Name of Purchaser Amount Total $ BALTIMORE GAS AND ELECTRIC COMPANY STANDARD PURCHASE PROVISIONS From time to time, Baltimore Gas and Electric Company, a Maryland corporation ("Company") may enter into purchase agreements that provide for the sale of designated securities to the purchaser or purchasers named therein. The standard provisions set forth herein may be incorporated by reference in any such purchase agreement ("Purchase Agreement"). The Purchase Agreement, including the provisions incorporated therein by reference, is herein sometimes referred to as "this Agreement." Unless otherwise defined herein, terms defined in the Purchase Agreement are used herein as therein defined. 1. Introductory. The Company proposes to issue and sell from time to time its Medium-Term Notes, Series D ("Notes") registered under the registration statement referred to in Section 2(a). The Notes will be issued under an Indenture, dated as of July 1, 1985, between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), as Trustee as supplemented by the Supplemental Indentures dated as of October 1, 1987 and January 26, 1993, respectively (the "Indenture"). The Notes will be sold to the Purchasers for resale in accordance with the terms of the offering determined at the time of the sale. The Notes involved in any such offering are hereinafter referred to as the "Purchased Notes," and the firm or firms, as the case may be, which agree to purchase the same are hereinafter referred to as the "Purchasers" of such Purchased Notes. The terms "you" and "your" refer to those Purchasers who sign the Purchase Agreement either on behalf of themselves only or on behalf of themselves and as representatives of the several Purchasers named in Schedule A thereto, as the case may be. 2. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each Purchaser that: (a) A registration statement on Form S-3 (No. 33-57704), covering $100 million principal amount of the Notes, as amended by Post-Effective Amendment No. 1 and No. 2, and a registration statement on Form S-3 (No. 33-_________) covering an additional $125 million principal amount of the Notes, which also serves as such Post-Effective Amendment No. 2, including a prospectus has been filed with the Securities and Exchange Commission ("Commission") and has become effective. The terms Registration Statement and Prospectus shall have the meanings ascribed to them in the Purchase Agreement. (b) The Registration Statement conforms in all respects to the requirements of the Securities Act of 1933, as amended ("Act"), and the pertinent published rules and regulations of the Commission thereunder ("33 Act Rules and Regulations") - 2 - and the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements or omissions in such document based upon written information furnished to the Company by any Purchaser specifically for use therein. The documents incorporated by reference in the Registration Statement or the Prospectus pursuant to Item 12 of Form S-3 of the Act, at the time they were filed with the Commission, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the pertinent published rules and regulations thereunder ("Exchange Act Rules and Regulations"). Any additional documents deemed to be incorporated by reference in the Prospectus will, when they are filed with the Commission, comply in all material respects with the requirements of the Exchange Act and the Exchange Act Rules and Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 3. Delivery and Payment. The Company will deliver the Purchased Notes to you for the accounts of the Purchasers, at the offices of the Trustee (at the place specified in the Purchase Agreement) against payment of the purchase price by certified or official bank check or checks in same day or New York or Baltimore Clearing House funds drawn to the order of the Company, at the office of the Company, 39 W. Lexington Street, Baltimore, Maryland, at the time set forth in this Agreement or at such other time not later than seven full business days thereafter as you and the Company determine, such time being herein referred to as the "Closing Date." The Purchased Notes so to be delivered will be in definitive fully registered form registered in such denominations, of $1,000 or multiples thereof, and in such names as you request in writing not later than 3:00 p.m., New York Time, on the third full business day prior to the Closing Date, or, if no such request is received, in the names of the respective Purchasers in the amounts agreed to be purchased by them pursuant to this Agreement. The Company shall make the Purchased Notes available for checking and packaging at the offices of the Trustee (at the place specified in the Purchase Agreement) prior to the Closing Date and, unless prevented from doing so by circumstances beyond its control, not later than 2:00 p.m., New York Time, on the business day next preceding the Closing Date. If you request that any Purchased Notes be issued in a name or names other than that of the Purchaser agreeing to purchase such Purchased Notes hereunder, the Company shall not be obligated to pay any transfer taxes resulting therefrom. The Notes may also be represented by a permanent global Note or Notes, registered in the name of The Depository Trust Company, as depositary (the "Depositary"), or a nominee of the Depositary - 3 - (each such Note represented by a permanent global Note being referred to herein as a "Book-Entry Note"). Beneficial interests in Book-Entry Notes will only be evidenced by, and transfers thereof will only be effected through, records maintained by the Depositary's participants. 4. Offering by the Purchasers. The several Purchasers propose to offer the Purchased Notes for sale to the public as set forth in the Prospectus. 5. Covenants of the Company. The Company covenants and agrees with the several Purchasers that: (a) It will promptly cause the Prospectus to be filed with the Commission as required by Rule 424. (b) For as long as a prospectus relating to the Purchased Notes is required to be delivered under the Act, if any event relating to or affecting the Company or of which the Company shall be advised in writing by the Purchasers shall occur which, in the Company's opinion, should be set forth in a supplement or amendment to the Prospectus in order either to make the Prospectus comply with the requirements of the Act or which would require the making of any change in the Prospectus so that as thereafter delivered to purchasers such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly amend or supplement the Prospectus by either (i) preparing and filing with the Commission supplement(s) or amendment(s) to the Prospectus, or (ii) making an appropriate filing pursuant to the Exchange Act, which will supplement or amend the Prospectus so that, as supplemented or amended, the Prospectus when the Prospectus is delivered to a purchaser will comply with the Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Prior to any such filing, the Company shall give oral notice to the Purchasers. (c) Not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company in which the Closing Date occurs, the Company will make generally available to its security holders an earnings statement (which need not be audited) covering such 12-month period which will satisfy the provisions of Section 11(a) of the Act. (d) The Company will furnish to you copies of the following documents, in each case as soon as available after filing and in such quantities as you reasonably request (i) the Registration Statement relating to the Notes as - 4 - originally filed and all pre-effective amendments thereto (at least one of which will be signed and will include all exhibits except those incorporated by reference to previous filings with the Commission); (ii) each prospectus relating to the Purchased Notes; and (iii) during the time when a prospectus relating to the Purchased Notes is required to be delivered under the Act, all post-effective amendments and supplements to the Registration Statement or Prospectus, respectively (except supplements relating to securities that are not Purchased Notes). (e) The Company will use its best efforts to obtain the qualification of the Purchased Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you designate and will continue such qualifications in effect so long as required for the distribution, provided, however, that the Company shall not be required to qualify as a foreign corporation or to file any consent to service of process under the laws of any jurisdiction or to comply with any other requirements deemed by the Company to be unduly burdensome. (f) During the period of five years after the Closing Date, the Company will furnish to you, and upon request, to each of the other Purchasers: (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders, and (iii) from time to time, such other information concerning the Company as you may reasonably request. (g) The Company will pay all expenses incident to the performance of its obligations under this Agreement, and will reimburse the Purchasers for any expenses (including Blue Sky fees not exceeding $6,000 and disbursements of counsel) incurred by them in connection with qualification of the Purchased Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as you designate and the printing of memoranda relating thereto, for any filing fees charged by investment rating agencies for the rating of the Purchased Notes, for any expenses incurred in connection with listing the Purchased Notes on a national securities exchange and for expenses incurred in distributing prospectuses to the Purchasers, except that if this Agreement is terminated by the Purchasers under Section 6(c) hereof, the Company shall not be obligated to reimburse the Purchasers for any of the foregoing expenses. (h) The Company will not offer or sell any of its other debt securities which are substantially similar to the - 5 - Purchased Notes prior to ten business days after the Closing Date without the consent of the Purchasers. 6. Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) Subsequent to the signing of this Agreement, you shall have received a letter of Coopers & Lybrand, dated the Closing Date, confirming that they are independent public accountants within the meaning of the Act and the 33 Act Rules and Regulations, and stating in effect that: (i) In their opinion, the consolidated financial statements and supporting schedules audited by them which are included in the Company's Form 10-K ("Form 10-K"), which is incorporated by reference in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the 33 Act Rules and Regulations and the Exchange Act and the Exchange Act Rules and Regulations; (ii) On the basis of procedures specified in such letter (but not an audit in accordance with generally accepted auditing standards), including reading the minutes of meetings of the shareholders, the Board of Directors and the Executive Committee of the Company since the end of the year covered by the Form 10-K as set forth in the minute books through a specified date not more than five days prior to the Closing Date, performing procedures specified in Statement on Auditing Standards No. 71, Interim Financial Information, on the unaudited interim consolidated financial statements of the Company incorporated by reference in the Registration Statement, if any, and reading the latest available unaudited interim consolidated financial statements of the Company, and making inquiries of certain officials of the Company who have responsibility for financial and accounting matters as to whether the latest available financial statements not incorporated by reference in the Registration Statement are prepared on a basis substantially consistent with that of the audited consolidated financial statements incorporated in the Registration Statement, nothing has come to their attention that has caused them to believe that (1) any unaudited consolidated financial statements incorporated by reference in the Registration Statement do not comply in form in all material respects with the applicable requirements of the Act and the 33 Act Rules and - 6 - Regulations and the Exchange Act and the Exchange Act Rules and Regulations or any material modifications should be made to those unaudited consolidated financial statements for them to be in conformity with generally accepted accounting principles; (2) at the date of the latest available balance sheet not incorporated by reference in the Registration Statement there was any change in the capital stock, change in long-term debt or decrease in consolidated net assets or common shareholders' equity as compared with the amounts shown in the latest balance sheet incorporated by reference in the Registration Statement or for the period from the closing date of the latest income statement incorporated by reference in the Registration Statement to the closing date of the latest available income statement read by them there were any decreases, as compared with the corresponding period of the previous year, in operating revenues, operating income, net income, the ratio of earnings to fixed charges (measured on the most recent twelve month period), or in earnings per share of common stock except in all instances of changes or decreases that the Registration Statement discloses have occurred or may occur, or which are described in such letter; or (3) at a specified date not more than five days prior to the Closing Date, there was any change in the capital stock or long-term debt of the Company or, at such date, there was any decrease in net assets of the Company as compared with amounts shown in the latest balance sheet incorporated by reference in the Registration Statement, [or for the period from the closing date of the latest income statement incorporated by reference in the Registration Statement to a specified date not more than five days prior to the Closing Date, there were any decreases as compared with the corresponding period of the previous year, in operating revenues, operating income, net income or in earnings applicable to common stock,] except in all cases for changes or decreases which the Registration Statement discloses have occurred or may occur, or which are described in such letter; and (iii) Certain specified procedures have been applied to certain financial or other statistical information (to the extent such information was obtained from the general accounting records of the Company) set forth or incorporated by reference in the Registration Statement and that such procedures have not revealed any disagreement between the financial and statistical information so set forth or incorporated and the underlying general accounting records of the Company, except as described in such letter. (b) Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have - 7 - been instituted, or to the knowledge of the Company or you, shall be contemplated by the Commission. (c) Subsequent to the date of this Agreement, (i) there shall not have occurred any change or any development involving a prospective change not contemplated by the Prospectus in or affecting particularly the business or properties of the Company which, in the judgment of a majority in interest of the Purchasers including you, materially impairs the investment quality of the Purchased Notes, (ii) no rating of any of the Company's debt securities shall have been lowered by any recognized rating agency and (iii) trading in securities generally on the New York Stock Exchange shall not have been suspended nor limited, other than a temporary suspension in trading to provide for an orderly market, nor shall minimum prices have been established on such Exchange, a banking moratorium shall not have been declared either by New York State or Federal authorities and there shall not have occurred an outbreak or escalation of major hostilities in which the United States is involved or other substantial national or international calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable to market the Purchased Notes. (d) There shall not be in effect on the Closing Date any order of the Public Service Commission of Maryland which would prevent the issuance, sale and delivery of the Purchased Notes in accordance with the terms contemplated by this Agreement. (e) You shall have received an opinion, dated the Closing Date, of the General Counsel or an Associate General Counsel of the Company to the effect that: (i) The Company and Constellation Holdings, Inc. have been duly incorporated and are validly existing as corporations in good standing under the laws of the State of Maryland, with power and authority (corporate and other) to own their respective properties and conduct their respective businesses as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in the Commonwealth of Pennsylvania and the District of Columbia which are the only other jurisdictions in which the conduct of its business or the ownership of its properties requires such qualification and the failure to do so would have a material and adverse impact on its financial condition; (ii) The Indenture has been duly authorized, executed and delivered by the Company and is a valid instrument, legally binding on the Company and enforceable in - 8 - accordance with its terms, except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights and by general principles of equity; (iii) The issuance and sale of the Purchased Notes have been duly authorized by all necessary corporate action of the Company. The Purchased Notes being delivered to the Purchasers at the Closing (assuming that they have been duly authenticated by the Trustee or a duly designated Authentication Agent under the Indenture, which fact counsel need not verify by an inspection of the Purchased Notes), have been duly issued and constitute legal, valid, and binding obligations of the Company enforceable in accordance with their terms, and are entitled to the benefits provided by the Indenture except as such enforceability or entitlement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights and by general principles of equity; (iv) The Registration Statement has become effective under the Act and, (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; (b) the Registration Statement (as of its effective date) and the Prospectus (as of the date of this Agreement) and any amendments or supplements thereto, as of their respective dates, appeared to comply as to form in all material respects with the requirements of Form S-3 under the Act and the 33 Act Rules and Regulations and the Trust Indenture Act; (c) such counsel has no reason to believe that either the Registration Statement or the Prospectus, or any such amendment or supplement, as of such respective dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statement therein not misleading; (d) the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; (e) and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required; it being understood that such counsel, in addressing the matters covered in this paragraph (iv) need express no opinion as to the financial statements or other financial and statistical - 9 - information contained in the Registration Statement or the Prospectus or incorporated therein or attached as an exhibit thereto or as to the Statement of Eligibility and Qualification on Form T-l of the Trustee under the Indenture. (v) The approval of the Public Service Commission of Maryland necessary for the valid issuance by the Company of the Purchased Notes pursuant to this Agreement has been obtained and continues in full force and effect. The Company has received the approval of FERC for the issuance of Purchased Notes on or before December 31, 1996 with maturities of not more than 12 months after the date of issuance and the approval of FERC will be required for the issuance of any Purchased Notes having such maturities after December 31, 1996 and such counsel knows of no other approval of any other regulatory authority which is legally required for the valid offering, issuance, sale and delivery of the Purchased Notes by the Company under this Agreement (except that such opinion need not pass upon the requirements of state securities acts); (vi) To the best of such counsel's knowledge and belief, the consummation of the transactions contemplated in this Agreement and the compliance by the Company with all the terms of the Indenture did not and will not result in a breach of any of the terms and provisions of, or constitute a default under, the Company's Charter or By-Laws or any indenture, mortgage or deed of trust or other agreement or instrument to which the Company is a party; (vii) Each of this Agreement, the Authentication Agency Agreement, the Agreement to Maintain Agency, the Interest Calculation Agency Agreement and the Letter of Representations has been duly authorized, executed and delivered by the Company; (viii) The Indenture is duly qualified under the Trust Indenture Act; (ix) The issuance, sale and delivery of the Purchased Notes as contemplated by this Agreement are not subject to the approval of the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 (the "1935 Act"); and (x) The Notes and Indenture conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus under the caption "DESCRIPTION OF NOTES" and on the cover page of the Prospectus. - 10 - (f) The Agents shall have received from Cahill Gordon & Reindel, counsel for the Agents, an opinion dated the Closing Date, with respect to the matters referred to in paragraph 6(e) subheadings (ii), (iii), (iv)b, (v), (vii), (viii) and (x) and such other matters as the Agents shall reasonably request and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass on such matters. In rendering such opinion, Cahill Gordon & Reindel may rely, as to the incorporation of the Company, the approval of the Public Service Commission of Maryland required for the issuance, sale and delivery of the Purchased Notes and all other matters governed by the laws of the State of Maryland, the applicability of the 1935 Act, and FERC approval for the issuance, sale and delivery of the Purchased Notes, upon the opinion of Counsel for the Company referred to above. In addition, such counsel shall state that such counsel has participated in conferences with officers, counsel and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Purchasers at which the contents of the Registration Statement and the Prospectus and related matters were discussed; and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subheading (x) above), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement (as of its effective date) or the Prospectus (as of the date of this Agreement), and any subsequent amendments or supplements thereto, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein not misleading (it being understood that such counsel need make no comment with respect to the financial statements and other financial and statistical data included in the Registration Statement or Prospectus or incorporated therein or as to the Statement of Eligibility and Qualification on Form T-l of the Trustee under the Indenture). (g) You shall have received a certificate of the Chairman of the Board, President or any Vice President and a principal financial or accounting officer of the Company, dated the Closing Date, in which such officers shall state, to the best of their knowledge after reasonable investigation, and relying on opinions of counsel to the extent that legal matters are involved, that the representations and warranties of the Company in this Agreement are true and correct in all - 11 - material respects, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and that, subsequent to the date of the most recent financial statements set forth or incorporated by reference in the Prospectus, there has been no material adverse change in the financial position or in the financial results of operation of the Company except as set forth or contemplated in the Prospectus or as described in such certificate. (h) The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. In case any such condition shall not have been satisfied, this Agreement may be terminated by you upon notice in writing or by telecopy to the Company without liability or obligation on the part of the Company or any Purchaser, except as set forth in Section 10 hereof. 7. Conditions of the Obligations of the Company. The obligations of the Company to sell and deliver the Purchased Notes are subject to the following conditions precedent: (a) Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or you, shall be contemplated by the Commission. (b) There shall not be in effect on the Closing Date any order of the Maryland Commission or Federal Energy Regulatory Commission which would prevent the issuance, sale and delivery of the Purchased Notes or which contains conditions or provisions with respect thereto which are not acceptable to the Company, it being understood that no order in effect at the date of this Agreement contains any such unacceptable conditions or provisions. If any such condition shall not have been satisfied, then the Company shall be entitled, by notice in writing or by telecopy to you, to terminate this Agreement without any liability on the part of the Company or any Purchaser, except as set forth in Section 10 hereof. 8. Indemnification. (a) The Company will indemnify and hold harmless each Purchaser and each person, if any, who controls any Purchaser within the meaning of the Act or Exchange Act against any - 12 - losses, claims, damages or liabilities, joint or several, to which such Purchaser or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus, or any related preliminary prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Purchaser and each such controlling person for any legal or other expenses reasonably incurred by such Purchaser or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to such Purchaser or controlling person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Purchaser or such controlling person specifically for use therein unless such loss, claim, damage or liability arises out of the offer or sale of the Purchased Notes occurring after such Purchaser or controlling person has notified the Company in writing that such information should no longer be used therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Purchaser will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject, under the Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus, or any related preliminary prospectus or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser specifically for use therein; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, - 13 - liability or action as such expenses are incurred; provided, however, that such Purchaser will not be liable to the Company, or any such director, officer or controlling person in any such case to the extent that any such loss, claim, damage or liability arises out of the offer or sale of Purchased Notes occurring after such Purchaser has notified the Company in writing that such information should no longer be used therein. This indemnity agreement will be in addition to any liability which such Purchaser may otherwise have. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under (a) and (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who may, with the consent of the indemnified party, be counsel to the indemnifying party) and who shall not be counsel to any other indemnified party who may have interests conflicting with those of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (d) If recovery is not available under the foregoing indemnification provisions of this Section, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses, except to the extent that contribution is not permitted under Section 11(f) of the Act. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Purchased Notes (taking into account the portion of the proceeds of the offering realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. The Company and the Purchasers and such controlling persons agree that it would - 14 - not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Purchasers and such controlling persons were treated as one entity for such purpose). Notwithstanding the provisions of this subsection (d), no Purchaser or controlling person shall be required to make contribution hereunder which in the aggregate exceeds the total public offering price of the Purchased Notes, purchased by the Purchaser under this Agreement, less the aggregate amount of any damages which such Purchaser or such controlling person has otherwise been required to pay in respect of the same claim or any substantially similar claim. The Purchasers' obligations to contribute are several in proportion to their respective underwriting obligations and are not joint. 9. Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, you may make arrangements satisfactory to the Company for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to you and the Company for the purchase of such Purchased Notes by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 10. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary. As used in this Agreement, the term "Purchaser" includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default. 10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties, and other statements of the Company or its officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless - 15 - of any investigation, or statement as to the results thereof, made by or on behalf of any Purchaser or the Company or any of its officers or directors or any controlling person, and will survive delivery of and payment for the Purchased Notes. If this Agreement is terminated pursuant to Section 6, 7 or 9 or if for any reason the purchase of the Purchased Notes by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5(g). In addition, in such event the respective obligations of the Company and the Purchasers pursuant to Section 8 shall remain in effect; provided, however, that you will use your best efforts to promptly notify each other Purchaser and each dealer and prospective customer to whom you have delivered a Prospectus for the Purchased Notes by telephone or telegraph, confirmed by letter in either case, of such termination or failure to consummate, including in such notice instructions regarding the continued use of the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus. 11. Notices. All communications hereunder will be in writing, and, if sent to the Purchasers will be mailed, delivered or telecopied and confirmed to the address furnished in writing for the purpose of such communications hereunder, or, if sent to the Company, will be mailed, delivered or telecopied and confirmed to it, attention of Treasurer at 39 W. Lexington Street, Baltimore, Maryland 21201, telecopier (410) 234-5367; provided, however, that any notice to a Purchaser pursuant to Section 8 will be mailed, delivered or telecopied to such Purchaser at its address appearing in its Purchasers' Questionnaire. 12. Successors. This Purchase Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder. 13. Construction. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. 14. Counterparts. This Agreement may be executed in one or more counterparts and it is not necessary that the signatures of all parties appear on the same counterpart, but such counterparts together shall constitute but one and the same agreement. Exhibit D to Agency Agreement PURCHASE AGREEMENT (for purchaser's account) [Date] Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 Attention: Treasurer The undersigned agrees to purchase the following principal amount of the Notes described in the Agency Agreement among Baltimore Gas and Electric Company, Lehman Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government Securities Inc.), and Goldman, Sachs & Co. dated __________________, 1995 (the "Agency Agreement"): Principal Amount: $ Fixed Interest Rate (if applicable): % Floating Interest Rate (if applicable): Interest Rate Basis: ___________________ Spread: ___________________ Spread Multiplier: ___________________ Index Maturity: ___________________ Initial Interest Rate: ___________________ Maximum Interest Rate: ___________________ Minimum Interest Rate: ___________________ Interest Reset Dates: ___________________ Interest Determination Dates: ___________________ Calculation Agent: ___________________ Interest Payment Dates: ___________________ Stated Maturity: ___________________ Redemption Prices Redeemable on or after: (% of Principal Amount): ____________ __________________ ____________ __________________ ____________ __________________ Discount: % of Principal Amount Price to be paid to Company (in immediately available funds): $ Settlement Date: , 19 Except as otherwise expressly provided therein, all terms used herein which are defined in the Agency Agreement shall have the same meanings as in the Agency Agreement. The term Agent, as used in the Agency Agreement, shall be deemed to refer only to the undersigned for purposes of this Agreement. This Agreement incorporates by reference Sections 4, 6, 7, 12 and 13 of the Agency Agreement, the first and last sentences of Section 9 thereof and, to the extent applicable, the Procedures. You and we agree to perform, to the extent applicable, our respective duties and obligations specifically provided to be performed by each of us in the Procedures. Our obligation to purchase Notes hereunder is subject to the accuracy on the above Settlement Date of your representations and warranties contained in Section 2 of the Agency Agreement (it being understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended at such Settlement Date) and to your performance and observance of all covenants and agreements contained in Sections 4 and 6 thereof. Our obligation hereunder is also subject to the following conditions: (a) the satisfaction, at such Settlement Date, of each of the conditions set forth in subsections (a), (b) and (d) through (h) of Section 5 of the Agency Agreement (it being understood that each document so required to be delivered shall be dated such Settlement Date and that each such condition and the statements contained in each such document that relate to the Registration Statement or the Prospectus shall be deemed to relate to the Registration Statement or the Prospectus, as the case may be, as amended or supplemented at the time of settlement on such Settlement Date and except that the opinion described in Section 5(d) of the Agency Agreement shall be modified so as to state that the Notes being sold on such Settlement Date, when delivered against payment therefor as provided in the Indenture and this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject only to the exceptions as to enforcement set forth in clause (ii) of Section 5(d) of the Agency Agreement, and will conform to the description thereof contained in the Prospectus as amended or supplemented at such Settlement Date); and (b) there shall not have occurred (i) any change, or any development involving a prospective change not contemplated by the Prospectus, in or affecting particularly the business or properties of the Company which, in our judgment, materially impairs the investment quality of the Notes, (ii) any downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act); (iii) any suspension or limitation of trading, other than a temporary suspension in trading to provide for an orderly market, in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the- counter market; (iv) any banking moratorium declared by Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in our judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes. In further consideration of our agreement hereunder, you agree that between the date hereof and the above Settlement Date, you will not offer or sell, or enter into any agreement to sell, any debt securities of the Company in the United States, other than sales of Notes, borrowings under your revolving credit agreements and lines of credit, the private placement of securities and issuances of your commercial paper. If for any reason our purchase of the above Notes is not consummated, you shall remain responsible for the expenses to be paid or reimbursed by you pursuant to Section 4 of the Agency Agreement and the respective obligations of you and the undersigned pursuant to Section 7 shall remain in effect. If for any reason our purchase of the above Notes is not consummated other than because of our default or a failure to satisfy a condition set forth in clause (iii), (iv) or (v) of paragraph (b) above, you shall reimburse us, severally, for all out-of-pocket expenses reasonably incurred by us in connection with the offering of the above Notes and not otherwise required to be reimbursed pursuant to Section 4 of the Agency Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument. [Insert Name of Purchaser] By: CONFIRMED AND ACCEPTED, as of the date first above written: BALTIMORE GAS AND ELECTRIC COMPANY By: EX-1 3 1(B) AGREEMENT TO MAINTAIN AGENCY Exhibit 1 (b) FORM OF AGREEMENT TO MAINTAIN AGENCY THIS AGREEMENT TO MAINTAIN AGENCY (the "Agreement"), is entered into as of _____________, 1995, by and between BALTIMORE GAS AND ELECTRIC COMPANY, a Maryland corporation (the "Company"), and _____________, a New York banking corporation (the "Bank"). [This Agreement amends and restates the Agreement to Maintain Agency between the Company and the Bank dated September 21, 1994.] Unless herein defined, capitalized terms used herein shall have the meaning given them under the Indenture between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), as trustee (the "Trustee") dated as of July 1, 1985 as supplemented by the Supplemental Indentures dated as of October 1, 1987, and January 26, 1993, respectively (the "Indenture") and the Notes (as hereinafter defined). W I T N E S S E T H: WHEREAS, the Company and the Trustee have entered into the Indenture to provide for the issuance thereunder from time to time of the Company's unsecured debt instruments; WHEREAS, pursuant to resolutions of the Board of Directors (or the Executive Committee thereof), the Company will issue under the Indenture from time to time its Medium-Term Notes, Series D in the maximum aggregate principal amount of $225,000,000 (the "Notes"); and WHEREAS, the Company desires to designate the Bank as the agency for (a) the presentation of the Notes for payment, (b) payment of principal and interest regarding the Notes, (c) registration of transfer/exchange of the Notes, and (d) the receipt of notice/demand regarding the Notes, all pursuant to Section 5.02 of the Indenture; NOW, THEREFORE, the parties hereto agree as follows: 1. The Company hereby designates the Bank as the agency for (1) the presentation of the Notes for payment or for registration of transfer/exchange of the Notes, (2) payment of principal and interest, (3) the receipt of notices/demands which may be served on the Company in respect of the Notes or the Indenture, and (4) any other purposes permitted or contemplated by Section 5.02 of the Indenture; provided that such designation shall not apply to any series of Securities issued under the Indenture other than the Notes. The Bank accepts such appointment, subject to the terms and conditions of the Indenture and the Agency Documents (as hereinafter defined). 2. During the term of its appointment hereunder, the Bank shall carry out the duties set forth in Article Four and Sections 3.04, 5.02, 5.04, 6.02, 8.05, 13.02, 13.03, 13.04 and - 2 - other applicable provisions of the Indenture, in this Agreement, in the procedures set forth in Exhibit B to the Agency Agreement and as attached hereto dated ______________, 1995, among the Company, Lehman Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government Securities Inc.), and Goldman, Sachs & Co. (the "Procedures") (irrespective of any amendment to the Procedures or any amendment to or termination of said Agency Agreement), and in such other rules and regulations (the "Rules") to which the Company and the Bank may agree in writing from time to time (this Agreement, the Procedures and any Rules, are herein referred to collectively as the "Agency Documents"). The parties intend that the Agency Documents shall implement, upon proper notice to the Trustee, the provisions of the Indenture with respect to the designation of an agency (other than the Trustee) regarding the Notes. The terms of the Indenture and the Notes shall govern if there is a conflict between the Indenture or the Notes and the Agency Documents. 3. Simultaneously upon execution of this Agreement, the Bank will (i) deliver to the Trustee an instrument meeting the requirements of Section 5.04 of the Indenture and (ii) deliver to the Company an opinion of its counsel that this Agreement has been duly authorized, executed and delivered by the Bank. The Bank will provide the Trustee with all information requested regarding registered holders of the Notes (including the Securityholder lists as required by Section 6.01 of the Indenture). 4. During the term of its appointment hereunder, the Bank shall carry out the duties set forth in Article Four and Section 5.04 of the Indenture and in the Notes with respect to the payment of principal and interest. On an Interest Payment Date or a maturity date shown on the Notes or on a date fixed for redemption (or if any of such dates is not a Business Day, then the immediately succeeding Business Day except if such Note bears interest based upon LIBOR and such date is in the next calendar month, such date shall be the preceding Business Day), the Company will transfer to the Bank, via the Federal Reserve wire transfer system, immediately available funds sufficient for the Bank to make the payments of principal and/or interest. In the event any Note has not been presented for payment within two (2) years after a maturity date or a date fixed for redemption thereof, the Bank shall (i) so advise the Company and (ii) return the funds held by it for such payment upon written instructions from the Company. 5. The Bank at any time may resign hereunder by giving thirty days written notice to the Company and the Company may at any time terminate the agency of the Bank, by giving written notice of such termination to the Bank and to the Trustee. 6. The Bank acknowledges that it has received a copy of the Indenture and has examined the provisions thereof. - 3 - 7. It is understood that the Bank shall hold funds hereunder and under the Indenture solely as agent for the Company, and neither the Agency Documents nor the Indenture shall make the Bank a fiduciary of the Company, the Trustee or any holder of Notes. 8. The Company agrees to pay the Bank reasonable compensation for its services as agent and to reimburse it for any reasonable expenses (including reasonable counsel fees) incurred by it, and to indemnify it and hold the Bank harmless from and against any loss, liability or expense not resulting from its own negligence or bad faith, arising out of or in connection with its duties as agent, and to reimburse it for the reasonable costs and expenses (including reasonable counsel fees) of defending against any such claim or liability. 9. The Bank shall incur no liability and shall be indemnified and held harmless by the Company for any action taken, omitted or suffered to be taken in good faith reliance upon (i) written advice of counsel, (ii) instructions, requests or orders from the Company or from the Trustee if given in accordance with the Indenture, or (iii) any notice, direction, consent, certificate, affidavit, endorsement, assignment, statement or other paper or document believed by the Bank to be genuine and to have been delivered or signed by the proper party or parties. [In no event shall the Bank be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits).] 10. Upon the Bank's request, the Company shall issue instructions to the Bank in connection with any matter within the scope of the Bank's duties under this Agreement or the Indenture, and the Bank is hereby authorized to act upon any instructions, believed by it to be genuine and purporting to have been transmitted to the Bank by the Company or the Trustee or by any of their respective agents or employees. Upon the Company's or the Trustee's request, the Bank shall furnish the Company or the Trustee with appropriate records of all transactions carried out by the Bank pursuant to this Agreement at such intervals as the Issuer or the Trustee may from time to time reasonably request. 11. This Agreement shall be governed by the laws of the State of New York for all purposes. - 4 - IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. BALTIMORE GAS AND ELECTRIC COMPANY Attest: By: Title: VICE PRESIDENT ___________________ Attest: By: Title: We hereby acknowledge receipt of notice of the appointment by the Company of ___________________ as the agency for those matters regarding the Medium-Term Notes, Series D of Baltimore Gas and Electric Company set forth in the above Agreement. THE BANK OF NEW YORK Attest: By: Title: [It may not be necessary to execute this document, if with respect to the Company's issuance of the Notes, the Trustee is the agency for (a) presentation of the Notes for payment, (b) payment of principal and interest regarding the Notes, (c) registration of transfer/exchange of the Notes, and (d) the receipt of notice/demand regarding the Notes.] EX-1 4 1(C) AUTHENTICATION AGENCY AGREEMENT Exhibit 1 (c) FORM OF AUTHENTICATION AGENCY AGREEMENT THIS AUTHENTICATION AGENCY AGREEMENT (the "Agreement"), is entered into as of the _____ day of __________, 1995, by and between BALTIMORE GAS AND ELECTRIC COMPANY, a Maryland corporation (the "Company") and _______________, a New York banking corporation (the "Bank"). [This Agreement amends and restates the Authentication Agency Agreement between the Company and the Bank dated September 21, 1994.] Unless herein defined, capitalized terms used herein shall have the meaning given them under the Indenture between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company) as trustee (the "Trustee") dated as of July 1, 1985 as supplemented by the Supplemental Indentures dated as of October 1, 1987, and January 26, 1993, respectively (the "Indenture") and the Notes (as hereinafter defined). W I T N E S S E T H: WHEREAS, the Company and the Trustee have entered into the Indenture to provide for the issuance thereunder from time to time of the Company's unsecured debt instruments; WHEREAS, by or pursuant to resolutions of the Board of Directors (or the Executive Committee thereof) the Company will issue under the Indenture from time to time its Medium-Term Notes, Series D in the maximum aggregate principal amount of $225,000,000 (the "Notes"); WHEREAS, Section 2.02 of the Indenture provides for the appointment by the Company, with the consent of the Trustee, of an authentication agent (the "Authentication Agent") to act on behalf of the Trustee to authenticate the Notes upon original issue, registration of transfer or exchange thereof, all in the manner set forth in the Indenture; WHEREAS, the Company desires to designate the Bank as Authentication Agent, and the Bank desires to act as Authentication Agent; and NOW, THEREFORE, it is agreed by and between the parties as follows: 1. The Company hereby designates the Bank as an Authentication Agent for the Notes (but not for any other series of Securities issued under the Indenture), and the Bank accepts such appointment subject to the terms and conditions of the Indenture and the Authentication Agency Documents (as hereinafter defined). - 2 - 2. During the term of its appointment as Authentication Agent, the Bank shall carry out the duties of Authentication Agent set forth in the Indenture, in this Agreement, in the Administrative Procedures relating to the Notes (the "Procedures"), attached as Exhibit B to the Agency Agreement and as attached hereto dated as of _______________, 1995, among the Company, Lehman Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government Securities Inc.), and Goldman, Sachs & Co. (irrespective of any amendment to the Procedures or any amendment to or termination of said Agency Agreement), and in such other rules and regulations (the "Rules") to which the Company and the Bank may agree in writing, with the written consent of the Trustee, from time to time (this Agreement, the Procedures and any Rules, are herein referred to collectively as the "Authentication Agency Documents"). The parties hereto intend that the Authentication Agency Documents shall implement, upon consent of the Trustee, the provisions of the Indenture with respect to an Authentication Agent. The terms of the Indenture and the Notes shall govern if there is a conflict between the Indenture or the Notes and the Authentication Agency Documents. 3. The Bank may at any time resign by giving thirty days written notice of resignation to the Company and the Trustee, and the Company may at any time terminate the agency of the Bank by giving written notice of the termination to the Bank and to the Trustee. 4. The Bank acknowledges that it has received a copy of the Indenture and has examined the provisions thereof relating to the appointment, powers and obligations of the Authentication Agent. 5. The Company agrees to pay the Bank reasonable compensation for its services as Authentication Agent and to reimburse it for any reasonable expenses (including reasonable counsel fees) incurred by it, and to indemnify it and hold it harmless from and against any loss, liability or expense not resulting from the Bank's own negligence or bad faith, arising out of or in connection with its duties as Authentication Agent and to reimburse it for the reasonable costs and expenses (including reasonable counsel fees) of defending against any such claim or liability. 6. In acting as Authentication Agent, the Bank shall incur no liability and shall be indemnified and held harmless by the Company for any action taken, omitted or suffered to be taken in good faith reliance upon (i) written advice of counsel, (ii) instructions, requests or orders from the Trustee or from the Company if given in accordance with the Indenture, or (iii) any written communication believed by the Bank to be genuine and to have been delivered or signed by the proper party or parties. [In no event shall the Bank be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits).] 7. This Agreement shall be executed and performed in the State of New York and the validity and construction hereof shall - 3 - for all purposes be governed by the laws of the State of New York. 8. Simultaneously upon execution of this Agreement, the Bank will deliver to the Company an opinion of its counsel that this Agreement has been duly authorized, executed and delivered by the Bank. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. BALTIMORE GAS AND ELECTRIC COMPANY BY: ________________________________ VICE PRESIDENT TITLE: _____________________________ ____________________ BY: _______________________________ TITLE: ____________________________ We consent to the designation of __________________ as the Authentication Agent with respect to the Medium-Term Notes, Series D of Baltimore Gas and Electric Company pursuant to Section 2.02 of the Indenture. THE BANK OF NEW YORK BY: _______________________________ TITLE: ____________________________ [It may not be necessary to execute this document, if with respect to the authentication of the Notes upon original issue, registration of transfer or exchange thereof, the Trustee is the authentication agent.] EX-1 5 1(D) INTEREST CALCULATION AGENCY AGREEMENT Exhibit 1 (d) $225,000,000 MEDIUM-TERM NOTES, SERIES D DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE FORM OF INTEREST CALCULATION AGENCY AGREEMENT THIS AGREEMENT dated as of ______________, 1995, between Baltimore Gas and Electric Company (hereinafter called the "Issuer"), having its principal office at 39 W. Lexington Street, Baltimore, Maryland 21201, and _______________, a New York banking corporation (hereinafter sometimes called the "Calculation Agent or Paying Agent" which terms shall, unless the context shall otherwise require, include its successors and assigns), having its principal corporate trust office at ____________________, New York, New York _______. [This Agreement amends and restates the Interest Calculation Agency Agreement between the Issuer and the Calculation Agent dated September 21, 1994.] Recitals of the Issuer ---------------------- The Issuer proposes to issue from time to time up to $225,000,000 aggregate principal amount of Medium-Term Notes, Series D (the "Notes") under the Indenture dated as of July 1, 1985 as supplemented by the Supplemental Indentures dated as of October 1, 1987, and January 26, 1993, respectively (the 1 "Indenture"), between the Issuer and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company) (the "Trustee"), as Trustee. Capitalized terms used in this Agreement and not otherwise defined herein are used as defined in the Indenture. Certain of the Notes may bear interest at a floating rate determined by reference to an interest rate formula (the "Floating Rate Notes") and the Issuer desires to engage the Calculation Agent to perform certain services in connection therewith. NOW IT IS HEREBY AGREED THAT: 1. The Issuer hereby appoints_____________________ as Calculation Agent for the Floating Rate Notes, upon the terms and subject to the conditions herein mentioned, and______________________ hereby accepts such appointment. The Calculation Agent shall act as an agent of the Issuer for the purpose of determining the interest rate or rates of the Floating Rate Notes. 2. The Issuer agrees to deliver to the Calculation Agent, prior to the issuance of any Floating Rate Notes, copies of the proposed forms of such Notes, including copies of all terms and conditions relating to the determination of the interest rate thereunder. The Issuer shall not issue any Floating Rate Note prior to the receipt of confirmation from the Calculation Agent of its acceptance of the proposed form of such Note. The Calculation Agent hereby acknowledges its acceptance of the proposed form of Floating Rate Note previously delivered to it. 2 3. The Issuer shall notify the Calculation Agent of the issuance of any Floating Rate Notes prior to the issuance thereof and, at the time of such issuance, shall deliver to the Calculation Agent the information required to be provided by the Company for the calculation of the applicable interest rates thereunder. The Calculation Agent shall calculate the applicable interest rates for Floating Rate Notes in accordance with the terms of such Notes, the Indenture and the provisions of this Agreement. 4. Promptly following the determination of each change to the interest rate applicable to any Floating Rate Note, the Calculation Agent will cause to be forwarded to the Issuer, the Trustee and the principal Paying Agent information regarding the interest rate then in effect for such Floating Rate Note. 5. The Issuer will pay such compensation as shall be agreed upon with the Calculation Agent and the expenses, including reasonable counsel fees, incurred by the Calculation Agent in connection with its duties hereunder, upon receipt of such invoices as the Issuer shall reasonably require. 6. Notwithstanding any satisfaction or discharge of the Notes or the Indenture, the Issuer will indemnify the Calculation Agent against any losses, liabilities, costs, claims, actions or demands which it may incur or sustain or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as the reasonable costs, including the expenses and fees of counsel in defending any claim, action or demand, except such as may result 3 from the negligence, willful misconduct or bad faith of the Calculation Agent or any of its employees. The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Issuer for, or in respect of, any actions taken or suffered to be taken in good faith by the Calculation Agent in reliance upon written instructions from the Issuer. In case any action is brought against the Calculation Agent with respect to which the Calculation Agent intends to seek indemnification from the Issuer pursuant to this paragraph 6, the Calculation Agent will notify the Issuer in writing of the commencement thereof, and the Issuer will be entitled to participate therein and to assume the defense thereof, with counsel satisfactory to the Calculation Agent; provided, however, that if the defendants in any such action include both the Issuer and the Calculation Agent and the Calculation Agent shall have reasonably concluded, after consultation with legal counsel of its choosing, that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Calculation Agent shall have the right to select separate counsel to assert such legal defenses and otherwise to participate in the defense of such action on behalf of the Calculation Agent, and in such event the Issuer will indemnify the Calculation Agent against the reasonable compensation and expenses and disbursements of such separate counsel. [In no event shall the Calculation Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits).] 4 7. The Calculation Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees: (i) in acting under this Agreement and in connection with the Notes, the Calculation Agent, acting as agent for the Issuer, does not assume any obligation towards, or any relationship of agency or trust for or with, any of the Holders of the Notes; (ii) unless herein otherwise specifically provided, any order, certificate, notice, request or communication from the Issuer made or given under any provision of this Agreement shall be sufficient if signed by any person whom the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Issuer; (iii) the Calculation Agent shall be obligated to perform only such duties as are set forth specifically herein and any duties necessarily incidental thereto; (iv) the Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered in good faith by it in reliance upon anything contained in a Floating Rate Note, the Indenture or any information supplied to it by the Issuer pursuant to this Agreement, including the information to be supplied pursuant to paragraph 3 above; 5 (v) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Notes with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (vi) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its negligence, willful misconduct or bad faith. 8. (a) The Issuer agrees to notify the Calculation Agent at least 3 business days prior to the issuance of any Floating Rate Note with an interest rate to be determined by reference to London interbank offered rates (LIBOR) or any other formula that would require the Calculation Agent to select banks or other financial institutions (the "Reference Banks") for purposes of quoting rates. Promptly thereafter, the Calculation Agent will notify the Issuer and the Trustee of the names and addresses of such Reference Banks. Forthwith upon any change in the identity of the Reference Banks, the Calculation Agent shall notify the Issuer and the Trustee of such change. The Calculation Agent shall not be responsible to the Issuer or any third party for any failure of the Reference Banks to fulfill their duties or meet their obligations as Reference Banks or as a result of the Calculation Agent having acted (except in the event of negligence or willful misconduct) on any quotation or other information given by any Reference Bank which subsequently may be found to be incorrect. 6 (b) Except as provided below, the Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such notice shall be given not less than 60 days prior to the said effective date unless the Issuer and the Trustee otherwise agree in writing. Except as provided below, the Calculation Agent may be removed by the filing with it and the Trustee of an instrument in writing signed by the Issuer specifying such removal and the date when it shall become effective (such effective date being at least 15 days after said filing). Any such resignation or removal shall take effect upon: (i) the appointment by the Issuer as hereinafter provided of a successor Calculation Agent; and (ii) the acceptance of such appointment by such successor Calculation Agent; provided, however, that in the event the Calculation Agent has given not less than 60 days' prior notice of its desired resignation, and during such 60 days there has not been acceptance by a successor Calculation Agent of its appointment as successor Calculation Agent, the Calculation Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent. The Issuer covenants that it shall appoint a successor Calculation Agent as soon as practicable after receipt of any notice of resignation hereunder. Upon its resignation or removal becoming effective, 7 the retiring Calculation Agent shall be entitled to the payment of its compensation and the reimbursement of all reasonable expenses (including reasonable counsel fees) incurred by such retiring Calculation Agent pursuant to paragraph 5 hereof. (c) If at any time the Calculation Agent shall resign or be removed, or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or liquidated or dissolved, or an order is made or an effective resolution is passed to wind up the Calculation Agent, or if the Calculation Agent shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver, administrator or other similar official of the Calculation Agent or of all or any substantial part of its property shall be appointed, or if any order of any court shall be entered approving any petition filed by or against the Calculation Agent under the provisions of any applicable bankruptcy or insolvency law, or if any public officer shall take charge or control of the Calculation Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then a successor Calculation Agent shall be appointed by the Issuer by an instrument in writing filed with the successor Calculation Agent and the Trustee. Upon the appointment as aforesaid of a successor Calculation Agent and 8 acceptance by the latter of such appointment the former Calculation Agent shall cease to be Calculation Agent hereunder. (d) Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and the Trustee and instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Calculation Agent hereunder, and such predecessor, upon payment of its reasonable compensation, charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent. (e) Any corporation into which the Calculation Agent may be merged or converted or any corporation with which the Calculation Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer and the Trustee. (f) The provisions of paragraph 6 hereof shall survive any resignation or removal hereunder. 9 9. Any notice required to be given hereunder shall be delivered in person, sent by letter or telex or telecopy or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within two business days by letter, telex or telecopy), in the case of the Issuer, to it at the address set forth in the heading of this Agreement, Attention: Mr. T. E. Ruszin, Jr., Assistant Treasurer; in the case of the Calculation Agent, to it at the address set forth in the heading of this Agreement, Attention: Debt Securities Administration; in the case of the Trustee, to it at 101 Barclay Street, New York, New York, 10286; or, in any case, to any other address of which the party receiving notice shall have notified the party giving such notice in writing. 10. This Agreement may be amended only by a writing duly executed and delivered by each of the parties signing below. 11. The provisions of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 12. This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument. 10 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day and year first above written. BALTIMORE GAS AND ELECTRIC COMPANY By ______________________________ Title ___________________________ _______________ By ______________________________ Title ___________________________ 11 EX-4 6 4(D) FIXED RATE NOTE Exhibit4(d) REGISTERED No.[FXR] REGISTERED [CUSIP] [FORM OF MEDIUM-TERM NOTE] [FRONT] BALTIMORE GAS AND ELECTRIC COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND MEDIUM-TERM NOTE, SERIES D (FIXED RATE) [If this Note is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Note is exchanged in whole or in part for Notes in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein.] _________________________________________________________________ STATED MATURITY: INTEREST RATE: ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: ISSUE PRICE: REDEMPTION PRICES REDEEMABLE ON OR AFTER (% OF PRINCIPAL AMOUNT) _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ _________________________________________________________________ Baltimore Gas and Electric Company, a Maryland corporation (herein called the "Company", which term includes any successor corporation under the Indenture, as hereinafterdefined), for value received, promises to pay to Cede & Co. or its registered assigns, the principal sum of _________ DOLLARS on the Stated Maturity shown above and to pay interest on said principal sum from the Original Issue Date shown above if interest has not been paid on this Note or from the most recent Interest Payment Date for which interest has been paid or duly provided for, at the fixed rate per annum shown above, semi-annually on May 1 and November 1 (the "Interest Payment Date(s)") of each year until the Stated Maturity or upon redemption of this Note. Each payment of interest payable on each Interest Payment Date and at Stated Maturity or, if applicable, upon redemption shall include interest to, but excluding the relevent Interest Payment Date and the date of Stated Maturity or redemption, respectively. Said interest shall be computed on the basis of a 360-day year of twelve 30-day months. In the event this Note is issued between a Record Date (the April 15 and October 15 next preceding the May 1 and November 1 Interest Payment Dates) and an Interest Payment Date or on an Interest Payment Date, the first day that interest shall be payable will be on the Interest Payment Date following the next succeeding Record Date. In the event of a default in the payment of interest, interest will be payable as provided in that certain Indenture dated as of July 1, 1985, as supplemented by the Supplemental Indentures dated as of October 1, 1987, and January 26, 1993, respectively (the "Indenture"), by and between the Company and The Bank of New York (successor to Mercantile- Safe Deposit and Trust Company), a corporation duly organized and existing under the laws of the State of New York , as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture). Pursuant to the provisions of the Indenture, the Company will maintain an agency at ____________________ in The City of New York, New York (the "Bank"), or at such other agencies as may from time to time be designated, where the Notes may be presented for payment, for registration of transfer and exchange, and where notices or demands to, or upon, the Company may be served. The interest so payable on any May 1 or November 1 will, subject to certain exceptions provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the the April 15 and October 15 next preceding the May 1 and November 1 Interest Payment Dates; provided, however, that interest payable at Stated Maturity or, if applicable, upon redemption, shall be payable to the person to whom principal shall be payable. Payment of the principal of andinterest on this Note will be made at the Bank in U.S. dollars; provided, however, that payments of interest (other than any interest payable at Stated Maturity or upon redemption) may be made at the option of the Company (i) by checks mailed to the addresses of the persons entitled thereto as such addresses shall appear in the register of the Notes or (ii) by wire transfer to persons who are holders of record at such other addresses that have been filed with the Bank on or prior to the Record Date. Payment of the principal, premium, if any, and interest payable at Stated Maturity, or, if applicable, upon redemption, on this Note will be made in immediately available funds at the request of the holder provided that this Note is presented to the Bank in time for the Bank to make such payments in such funds in accordance with its normal procedures. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee or a duly designated authentication agent by manual signature, this Note shall not be entitled to any benefit under said Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, Baltimore Gas and Electric Company has caused this instrument to be executed in its corporate name with the manual or facsimile signature of its President or a Vice President and a facsimile of its corporate seal to be imprinted hereon, attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. Dated: BALTIMORE GAS AND ELECTRIC COMPANY ___________________________ | CERTIFICATE OF | | AUTHENTICATION | | | | This is one of the | | Securities | | of the series designated | By: | herein | | issued under the | | Indenture described | President | herein. | | | | _____________________ | ATTEST: | | | | | By:_____________________ | By: | Authorized Signator | [SEAL] |__________________________| Secretary [FORM OF MEDIUM-TERM NOTE] (REVERSE) BALTIMORE GAS AND ELECTRIC COMPANY MEDIUM-TERM NOTE, SERIES D (FIXED RATE) This Note is one of a duly authorized issue of debt securities (the "Securities") of the Company, of a series designated as its Medium-Term Notes, Series D (herein called the "Notes"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $225,000,000, issued and to be issued under the Indenture, to which Indenture and all relevant indentures supplemental thereto reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Bank and the Securityholders and the terms upon which the Notes are, and are to be, authenticated and delivered. The Securities, of which the Notes constitute a series, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. All capitalized terms not otherwise defined herein shall have the definitions assigned to them in the Indenture. This Note may not be redeemed prior to Stated Maturity unless otherwise set forth on the face hereof. Notwithstanding Section 4.03 of the Indenture, pursuant to Section 4.01 thereof, and if so indicated on the face of this Note, this Note may be redeemed at the option of the Company on any date on or after the date set forth hereof in whole or in part in increments of $1,000 (provided that if this Note is redeemed in part, any remaining principal amount of the Note shall be at least $100,000), at a redemption price or prices designated on the face hereof to be redeemed together with interest thereon payable to the date fixed for redemption. This Note may be so redeemed in whole or in part whether or not other Notes of the same series are redeemed. Notice of redemption will be given by mail to holders of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. The Bank may carry out the responsibilities to be performed by the Trustee required by Article Four of the Indenture. In the event of redemption of this Note in part only, a new Note or Notes of this series, having the same Stated Maturity, optional redemption provisions, Interest Rate and other terms and provisions of this Note, in authorized denominations in an aggregate principal amount equal to the unredeemed portion hereof will be issued in the name of the holder hereof upon the surrender hereof. The Notes will not be subject to conversion, amortization or any sinking fund. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note may be registered on the register of the Notes, upon surrender of this Note for registration of transfer at the Bank, or at such other agencies as may be designated pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee or the Bank duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only as registered Notes without coupons in denominations of $100,000 or any amount in excess thereof that is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of other authorized denominations having the same interest rate, Stated Maturity, optional redemption provisions, if any, and Original Issue Date, as requested by the Securityholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee, the Bank, the Security registrar and any agent of the Company, the Trustee, the Bank, or the Security registrar may treat the Securityholder in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, the Bank, the Security registrar nor any such agent shall be affected by notice to the contrary. If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of any series under the Indenture at any time by the Company with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities of any series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the interest of the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not revent the holder hereof from enforcing payment of the principal of or interest on this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past,present or future, of the Company or any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Note shall be governed by and construed in accordance with the laws of the State of Maryland. ASSIGNMENT FORM To assign this Note, fill in the form below: ________________________________________________________________ | | | Insert Assignee's Social Security or Tax I.D. No.: | |________________________________________________________________| FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________ _________________________________________________________________ (Print or Type Assignee's Name, Address and Zip Code) the within Note of the Company and does hereby irrevocably constitute and appoint _________________________________________________________________ Attorney to transfer the said Note on the books of the Company, with full power of subsitution in the premises. __________________________________ Signature of Assignor (Sign exactly as name appears on the face of the Note) Dated: _______________ EX-4 7 4(E) FLOATING RATE NOTE Exhibit 4(e) REGISTERED REGISTERED No.[ FLR] [FORM OF MEDIUM TERM NOTE] [CUSIP] [FRONT] BALTIMORE GAS AND ELECTRIC COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND MEDIUM-TERM NOTE, SERIES D (FLOATING RATE) [If this Note is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Note is exchanged in whole or in part for Notes in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein.] ______________________________________________________________________ PRINCIPAL AMOUNT: ____________________________________ INITIAL INTEREST RATE: | INTEREST RATE BASIS: (check one) | STATED MATURITY: | | INDEX MATURITY: | | SPREAD: | ___ CD Rate | ORIGINAL ISSUE DATE: | ___ Commercial Paper Rate | SPREAD MULTIPLIER: % | ___ LIBOR (__ Reuters __ Telerate)| ISSUE PRICE: | ___ Treasury Rate | MAXIMUM INTEREST RATE: % | ___ Federal Funds Effective Rate | MINIMUM INTEREST RATE: % | ___ Prime Rate | CALCULATION AGENT: | ___ CMT Rate (__ Telerate 7055 | INTEREST PAYMENT DATES: | __ Telerate 7052 | (Monthly, Quarterly, Semi-Annually |____________________________________| or Annually) INTEREST RESET DATES: (Daily, Weekly, Monthly, Quarterly, Semi-Annually or Annually) INTEREST DETERMINATION DATES: CALCULATION DATES: REDEMPTION PRICES REDEEMABLE ON OR AFTER (% OF PRINCIPAL AMOUNT) ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ ________________________________________________________________________ Baltimore Gas and Electric Company, a Maryland corporation (herein called the "Company" which term includes any successor corporation under the Indenture, as hereinafter defined), for value received, promises to pay to Cede & Co. or its registered assigns, the principal sum of ________________________________________________________ DOLLARS on the Stated Maturity shown above and to pay interest on said principal sum from the Original Issue Date shown above if interest has not been paid on this Note or from the most recent Interest Payment Date for which interest has been paid or duly provided for until Stated Maturity or, if applicable, upon redemption at the rate per annum determined in accordance with the provisions on the reverse hereof, depending on the Interest Rate Basis and the Spread and/or Spread Multiplier, as the case may be, specified above. Interest will be payable on each Interest Payment Date and at Stated Maturity or upon redemption. Each payment of interest payable at Stated Maturity or, if applicable, upon redemption shall include interest to, but excluding the date of Stated Maturity or redemption. In the event this Note is issued between a Record Date (the date 15 calendar days prior to each Interest Payment Date whether or not such day shall be a Business Day) and an Interest Payment Date or on an Interest Payment Date, the first day that interest shall be payable will be on the Interest Payment Date following the next succeeding Record Date. In the event of a default in the payment of interest, interest will be payable as provided in that certain Indenture dated as of July 1, 1985, as supplemented by the Supplemental Indentures dated as of October 1, 1987, and January 26, 1993, respectively (the "Indenture"), by and between the Company and The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture). Pursuant to the provisions of the Indenture, the Company will maintain an agency at_______________________________________ ________________________ in The City of New York, New York (the "Bank"), or at such other agencies as may from time to time be designated, where the Notes may be presented for payment, for registration of transfer and exchange, and where notices or demands to, or upon, the Company may be served. The interest so payable on the dates specified above will, subject to certain exceptions provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the date 15 calendar days prior to each Interest Payment Date whether or not such day shall be a Business Day; provided, however, that interest payable at Stated Maturity or, if applicable, upon redemption, shall be payable to the person to whom principal shall be payable. Payment of the principal of and interest on this Note will be made at the Bank in U.S. dollars; provided, however, that payments of interest (other than any interest payable at Stated Maturity or upon redemption) may be made at the option of the Company (i) by checks mailed to the addresses of the persons entitled thereto as such addresses shall appear in the register of the Notes or (ii) by wire transfer to persons who are holders of record at such other addresses that have been filed with the Bank on or prior to the Record Date. Payment of the principal, premium, if any, and interest payable at Stated Maturity, or, if applicable, upon redemption, on this Note will be made in immediately available funds at the request of the holder provided that this Note is presented to the Bank in time for the Bank to make such payments in such funds in accordance with its normal procedures. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee or a duly designated authentication agent by manual signature, this Note shall not be entitled to any benefit under said Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, Baltimore Gas and Electric Company has caused this instrument to be executed in its corporate name with the manual or facsimile signature of its President or a Vice President and a facsimile of its corporate seal to be imprinted hereon, attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. Dated: ____________________________ BALTIMORE GAS AND ELECTRIC COMPANY | | | CERTIFICATE OF | | AUTHENTICATION | | | | This is one of the | By: | Securities | | of the series designated | | herein | President | issued under the | | Indenture described | | herein. | ATTEST: | | | _______________________ | | | By: [SEAL] | | | By:______________________ | Secretary | | | Authorized Signator | |____________________________| [FORM OF MEDIUM-TERM NOTE] (REVERSE) BALTIMORE GAS AND ELECTRIC COMPANY MEDIUM-TERM NOTE, SERIES D (FLOATING RATE NOTE) This Note is one of a duly authorized issue of debt securities (the "Securities") of the Company, of a series designated as its Medium-Term Notes, Series D (herein called the "Notes"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $225,000,000, issued and to be issued under the Indenture, to which Indenture and all relevant indentures supplemental thereto reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Bank and the Securityholder and the terms upon which the Notes are, and are to be, authenticated and delivered. The Securities, of which the Notes constitute a series, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. All capitalized terms not otherwise defined herein shall have the definitions assigned to them in the Indenture. Commencing with the applicable Interest Reset Date first following the Original Issue Date specified on the face hereof, the rate at which interest on this Note is payable shall be reset daily, weekly, monthly, quarterly, semi-annually or annually as shown on the face hereof. The interest rate per annum for each interest reset period shall be calculated on the applicable Interest Determination Date specified on the face hereof and shall be the Interest Rate Basis specified on the face hereof, determined in accordance with the provisions of the applicable heading below, adjusted by adding or subtracting a Spread and/or multiplying by a Spread Multiplier, as the case may be, specified on the face hereof; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date with respect to this Note will be the Initial Interest Rate specified on the face hereof and (ii) the interest rate in effect for the ten days immediately prior to the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. Each such adjusted rate shall be applicable on and after the Interest Reset Date to which it relates, to, but not including, the next succeeding Interest Reset Date or until the Stated Maturity, or the date of redemption, as the case may be. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day (as defined below), except that if the Interest Rate Basis specified on the face hereof is LIBOR, and if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Subject to provisions of applicable law and except as specified herein, on each Interest Reset Date the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below. All percentages resulting from any calculation on this Note will be rounded, if necessary, to the nearest one hundred- thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent with one-half cent being rounded upward. DETERMINATION OF CD RATE. If the Interest Rate Basis on this Note is the CD Rate, the CD Rate with respect to this Note shall equal the rate on each Interest Determination Date designated on the face hereof for negotiable certificates of deposit having the Index Maturity designated on the face hereof as published in H.15(519) under the heading "CDs (Secondary Market)." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit having the Index Maturity as published in Composite Quotations under the heading "Certificates of Deposit." If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the CD Rate for that CD Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity in a denomination of $5,000,000; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The CD Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to first Interest Reset Date will be the Initial Interest Rate specified on the face hereof, and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis on this Note is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall equal the Money Market Yield (calculated as described below) of the rate on each Interest Determination Date designated on the face hereof for commercial paper having the Index Maturity designated on the face hereof as published in H.15(519) under the heading "Commercial Paper." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity as published in Composite Quotations under the heading "Commercial Paper." If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Commercial Paper Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity designated on the face hereof placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized rating agency; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Commercial Paper Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. "Money Market Yield" shall be a yield (expressed as a percentage rounded upwards, if necessary, to the next higher one- hundred thousandth of a percentage point) calculated in accordance with the following formula: Money Market Yield = D X 360 X 100 ------------- 360 - (D X M) where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the period for which interest is being calculated. The Commercial Paper Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF LIBOR. If the Interest Rate Basis on this Note is LIBOR, LIBOR with respect to this Note will be determined by the Calculation Agent in accordance with the following provisions: (a) With respect to any Interest Determination Date, LIBOR will be determined by either (i) the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second Business Day immediately following such Interest Determination Date, which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on that Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page, or (ii) the rate for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second Business Day immediately following such Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on such Interest Determination Date. If neither Reuters Screen LIBO Page nor Telerate Page 3750 is specified on the face hereof, LIBOR will be determined as if Telerate Page 3750 had been specified. (b) With respect to an Interest Determination Date on which fewer than two offered rates appear on the Reuters Screen LIBO Page or no rate appears on Telerate Page 3750 for the applicable Index Maturity as described in (a) above, LIBOR will be determined on the basis of the rates at approximately 11:00 A.M., London time, on such Interest Determination Date at which deposits in U.S. dollars having the Index Maturity designated on the face hereof are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent commencing on the second Business Day immediately following such Interest Determination Date and in a principal amount not less than $1,000,000 that in the Calculation Agent's judgement is representative for a single transaction in such market at such time (a "Representative Amount"). The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on such Interest Determination Date by three major banks in The City of New York, selected by the Calculation Agent, for loans in U.S. dollars to leading European banks having the specified Index Maturity commencing on the second Business Day immediately following such Interest Determination Date and in a Representative Amount; provided, however, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as LIBOR as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. LIBOR determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE. If the Interest Rate Basis on this Note is the Federal Funds Effective Rate, the Federal Funds Effective Rate with respect to this Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate on such date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not so published prior to 11:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Federal Funds Effective Rate will be the rate on such Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate was neither published in H.15(519) by 11:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Federal Funds Effective Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Federal Funds Effective Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Federal Funds Effective Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF PRIME RATE. If the Interest Rate Basis on this Note is the Prime Rate, the Prime Rate with respect to the Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to the next higher one- hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear on the Reuters Screen NYMF Page as such bank's prime rate or base lending rate as in effect for that Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen NYMF Page for the Interest Determination Date, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF TREASURY RATE. If the Interest Rate Basis on this Note is the Treasury Rate, the Treasury Rate with respect to this Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity designated on the face hereof as published in H.15(519) under the heading, "U.S. Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity designated on the face hereof are neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date, nor otherwise published or reported as provided above by 3:00 P.M., New York City time on such date, or if no such auction is held in a particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Treasury Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Treasury Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF CMT RATE If the Interest Rate Basis on this Note is the CMT Rate, the CMT Rate with respect to this Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate displayed on the Designated CMT Telerate Page under the caption "...Treasury Constant Maturities.. Federal Reserve Board Release H.15... Mondays Approximately 3:45 P.M.," under the column for the Index Maturity designated on the face hereof (i) if the Designated CMT Telerate Page is 7055, the rate for the applicable Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the Interest Determination Date occurs. If no page is specified on the face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent week. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity designated on the face hereof as published in the relevant H.15 (519). If such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity on the face hereof (or other United States Treasury rate for such Index Maturity for that Interest Determination Date with respect to such Interest Reset Date) as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Note") with an original maturity of approximately the Index Maturity designated on the face hereof and a remaining term to maturity of not less than such Index Maturity minus one year. If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the Index Maturity designated on the face hereof, the quotes for the Treasury Note with the shorter remaining term to maturity will be used. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity designated on the face hereof and a remaining term to maturity closest to such Index Maturity and in an amount of at least $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the rate of interest in effect for the applicable period will be the same as the CMT Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding Interest Reset Period. The CMT Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate, in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Note in accordance with the foregoing on each Interest Determination Date. The Interest Rate on this Note will in no event be higher than the maximum rate permitted by Maryland law as the same may be modified by the United States law of general applicability. The Calculation Agent will, upon the request of the Holder of this Note provide to such Holder the interest rate hereon then in effect and, if different, the interest rate which will become effective as of the next applicable Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Note shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above, and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. "Business Day" means any day other than a Saturday or Sunday that (a) is not a day on which banking institutions in Baltimore, Maryland, or in New York, New York, are authorized or obligated by law or executive order to be closed, and (b) with respect to LIBOR Notes only, is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. Interest payments for this Note will include interest accrued to but excluding the Interest Payment Dates; provided, however, that if the Interest Reset Dates with respect to this Note are daily or weekly, interest payable on any Interest Payment Date, other than interest payable on any date on which principal hereof is payable, will include interest accrued to and including the Record Date next preceding such Interest Payment Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon has been paid, as the case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for each such day shall be computed by dividing the interest rate (expressed as a decimal, rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) applicable to each such day by 360, in the case of the Commercial Paper Rate, CD Rate, LIBOR, Federal Funds Effective Rate or Prime Rate, or by the actual number of days in the year in the case of the Treasury Rate or the CMT Rate. This Note may not be redeemed prior to Stated Maturity unless otherwise set forth on the face hereof. Notwithstanding Section 4.03 of the Indenture, pursuant to Section 4.01 thereof, and if so indicated on the face of this Note, this Note may be redeemed at the option of the Company, on any date on or after the date set forth hereof in whole or in part in increments of $1,000 (provided that if this Note is redeemed in part, any remaining principal amount of the Note shall be at least $100,000), at a redemption price or prices designated on the face hereof to be redeemed together with interest thereon payable to the date fixed for redemption. This Note may be so redeemed in whole or in part whether or not other Notes of the same series are redeemed. Notice of redemption will be given by mail to holders of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. The Bank may carry out the responsibilities to be performed by the Trustee required by Article Four of the Indenture. In the event of redemption of this Note in part only, a new Note or Notes of this series, having the same Stated Maturity, optional redemption provisions, Interest Rate and other terms and provisions of this Note, in authorized denominations in an aggregate principal amount equal to the unredeemed portion hereof will be issued in the name of the holder hereof upon the surrender hereof. The Notes will not be subject to conversion, amortization or any sinking fund. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note may be registered on the register of the Notes, upon surrender of this Note for registration of transfer at the Bank, or at such other agencies as may be designated pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee or the Bank duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only as registered Notes without coupons in denominations of $100,000 or any amount in excess thereof that is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of other authorized denominations having the same Interest Rate, Stated Maturity, optional redemption provisions, if any, and Original Issue Date, as requested by the Securityholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee, the Bank, the Security registrar and any agent of the Company, the Trustee, the Bank, or the Security registrar may treat the Securityholder in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, the Bank, the Security registrar nor any such agent shall be affected by notice to the contrary. If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of any series under the Indenture at any time by the Company with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities of any series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the interest of the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Securities of any series at the time outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the outstanding Securities of such series and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not prevent the holder hereof from enforcing payment of the principal of or interest on this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Note shall be governed by and construed in accordance with the laws of the State of Maryland. ASSIGNMENT FORM To assign this Note, fill in the form below: ______________________________________________________________ | | | Insert Assignee's Social Security or Tax I.D. No.: | |______________________________________________________________| FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________ ______________________________________________________________________ (Print or Type Assignee's Name, Address and Zip Code) the within Note of the Company and hereby does irrevocably constitute and appoint _________________________________________________________________ Attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. ___________________________________ Signature of Assignor (Sign exactly as name appears on the face of the Note) Dated: _____________________ EX-5 8 OPINION OF COUNSEL [BGE LOGO] CHARLES CENTER - PO BOX 1475 - BALTIMORE, MARYLAND 21203-1475 SUSAN WOLF ASSOCIATE GENERAL COUNSEL (410) 234-5628 July 24, 1995 Baltimore Gas and Electric Company Gas and Electric Building P.O. Box 1475 Baltimore, Maryland 21203-1475 Gentlemen: This opinion is furnished to you with respect to the Registration Statement (the "Registration Statement") being filed by Baltimore Gas and Electric Company ("BGE") with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933 ("1933 Act"), as amended, regarding the proposed issuance of up to $225 million principal amount Medium Term Notes, Series D (the "Notes"). The Registration Statement covers the registration of $125 million principal amount of Notes under the 1933 Act and also serves as a post-effective amendment to Registration No. 33-57704 whereby $100 million in principal amount of Notes previously were registered under the 1933 Act. I am Associate General Counsel of BGE, a Maryland corporation, and head of the Corporate Unit in its Legal Department. I am generally familiar with BGE's corporate history, properties, operations, Charter (including amendments, supplements and restatements thereto), the issuance of its securities outstanding, and the indentures under which its debt is issued. In connection with this opinion, the General Counsel of BGE and myself, together with the attorneys we supervise, have considered, among other things (1) the Charter of BGE; (2) the By-Laws of BGE; (3) the Indenture dated as of July 1, 1985, from the Company to The Bank of New York (successor to Mercantile-Safe Deposit and Trust Company), as Trustee, as amended by Supplemental Indentures dated as of October 1, 1987 and January 26, 1993 (the "Indenture") under which the Notes will be issued; (4) the corporate proceedings for the approval of the issuance and sale of Notes; (5) the Registration Statement; (6) the agency agreement and the purchase agreement (including the standard purchase provisions) filed as exhibits to the Registration Statement (together, the "purchase agreement"); (7) the provisions of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), together with an order dated January 16, 1956, issued by the Commission (File No. 31-631) exempting BGE from the provisions of the 1935 Act applicable to it as a holding company; and (8) such other documents, transactions, and matters of law as we deemed necessary in order to render this opinion. This opinion is subject to (1) the proper execution, authentication, and delivery of the Notes upon receipt of the purchase price pursuant to the purchase agreement; (2) the continuing qualification of the Indenture under the Trust Indenture Act of 1939, as amended; and (3) the Registration Statement becoming effective under the Securities Act of 1933, as amended. Based on the foregoing, I am of the opinion that the Notes, when issued and delivered pursuant to the purchase agreement, will constitute legally issued and binding obligations of BGE. I express no opinion as to the law of any jurisdiction other than the law of the State of Maryland and the law of the United States of America. The opinion expressed herein concerns the effect of the law (excluding the principles of conflicts of the law) of the State of Maryland and the United States of America as currently in effect. This opinion is provided solely for your benefit and may not be relied upon by, or quoted to, any other person or entity, in whole or in part, without my prior written consent. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me in the Registration Statement (and any amendments thereto) or the prospectus constituting a part of the Registration Statement (and any amendments or supplements thereto). Very truly yours, /s/ Susan Wolf EX-12 9 FIXED CHARGE RATIO EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS 12 Months Ended June December December December December December 1995 1994 1993 1992 1991 1990 ------------------------------------------------------------------------- (In Thousands of Dollars) Net Income $296,507 $323,617 $309,866 $264,347 $233,681 $175,446 Taxes on Income 143,669 156,702 140,833 105,994 88,041 22,818 -------- -------- ------- -------- -------- -------- Adjusted Net Income $440,176 $480,319 $450,699 $370,341 $321,722 $198,264 -------- -------- -------- -------- -------- -------- Fixed Charges: Interest and Amortization of Debt Discount and Expense and Premium on all Indebtedness $207,277 $204,205 $199,415 $200,848 $213,616 $194,656 Capitalized Interest 13,784 12,427 16,167 13,800 20,953 25,748 Interest Factor in Rentals 2,101 2,011 2,144 2,033 1,801 1,840 -------- -------- -------- -------- -------- -------- Total Fixed Charges $223,162 $218,643 $217,726 $216,681 $236,370 $222,244 -------- -------- -------- -------- -------- -------- Preferred and Preference Dividend Requirements: (1) Preferred and Preference Dividends $ 39,774 $ 39,922 $ 41,839 $ 42,247 $ 42,746 $ 40,261 Income Tax Required 19,042 19,075 18,763 16,729 15,916 5,166 -------- -------- -------- -------- -------- -------- Total Preferred and Preference Dividend Requirements $ 58,816 $ 58,997 $ 60,602 $ 58,976 $ 58,662 $ 45,427 -------- -------- -------- -------- -------- -------- Total Fixed Charges and Preferred and Preference Dividend Requirements $281,978 $277,640 $278,328 $275,657 $295,032 $267,671 ======== ======== ======== ======== ======== ======== Earnings (2) $649,554 $686,535 $652,258 $573,222 $537,139 $394,760 ======== ======== ======== ======== ======== ======== Ratio of Earnings to Fixed Charges 2.91 3.14 3.00 2.65 2.27 1.78 Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Dividend Requirements 2.30 2.47 2.34 2.08 1.82 1.47 (1) Preferred and preference dividend requirements consist of an amount equal to the pre-tax earnings that would be required to meet dividend requirements on preferred stock and preference stock. (2) Earnings are deemed to consist of net income that includes earnings of BGE's consolidated subsidiaries, equity in the net income of BGE's unconsolidated subsidiary, income taxes (including deferred income taxes and investment tax credit adjustments), and fixed charges other than capitalized interest.
EX-23 10 COOPERS & LYBRAND CONSENT Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS ________ We consent to the incorporation by reference in Post- Effective Amendment No. 2 to Form S-3 Registration Statement (No. 33-57704) covering $100,000,000 principal amount, and in the Registration Statement on Form S-3 covering an additional $125,000,000 principal amount, which also serves as such Post-Effective Amendment No. 2, relating to Baltimore Gas and Electric Company Medium-Term Notes, Series D (the "Registration Statement") of our report, dated January 20, 1995, which contains an explanatory paragraph related to the recoverability of replacement energy costs, on our audits of the consolidated financial statements and financial statement schedules of Baltimore Gas and Electric Company and Subsidiaries, as of December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993 and 1992, which report, financial statements and financial statement schedules are incorporated by reference in the Registration Statement from the Company's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to our firm under the caption "Experts" in the Registration Statement. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Baltimore, Maryland July 21, 1995 EX-24 11 POWER OF ATTORNEY Exhibit 24 Page 1 of 2 BALTIMORE GAS AND ELECTRIC COMPANY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of Baltimore Gas and Electric Company hereby constitute and appoint C. H. Poindexter, E. A. Crooke and C. W. Shivery and each of them their true and lawful attorneys and agents to do any and all acts and things and to execute, in their name any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof in connection with the registration under said Act of not exceeding $225,000,000 principal amount of Medium-Term Notes, Series D of said Company, maturing not more than thirty years after the date as of which they are issued ($100,000,000 principal amount which was previously registered under the Act, and $125,000,000 principal amount to be registered hereafter), all as authorized by Resolutions adopted by the Board of Directors of Baltimore Gas and Electric Company at a meeting held July 21, 1995, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned directors and officers in the capacities indicated below, to any registration statements to be filed with the Securities and Exchange Commission in respect of said Medium-Term Notes, Series D, to any and all amendments to any registration statement in respect to said Medium-Term Notes, Series D, or to any instruments or documents filed as part of or in connection with said registration statement or amendments to such documents; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to be subscribed, these presents this 21st day of July, 1995. Signature /s/ C. H. Poindexter Principal Executive Officer __________________________________ and Director C. H. Poindexter Chairman of the Board and Director /s/ C. W. Shivery Principal Financial and __________________________________ Accounting Officer C. W. Shivery Vice President Exhibit 24 Page 2 of 2 Power of Attorney in connection with the registering of not exceeding $225 million of Medium- Term Notes, Series D Directors /s/ H. Furlong Baldwin /s/ Martin L. Grass /s/ J. Owen Cole /s/ Freeman A. Hrabowski III /s/ Dan A. Colussy /s/ Nancy Lampton /s/ Edward A. Crooke /s/ George V. McGowan /s/ James R. Curtiss /s/ George L. Russell, Jr. /s/ Jerome W. Geckle /s/ Michael D. Sullivan Dated: July 21, 1995 EX-25 12 FORM T-1 TRUSTEE'S STATEMENT OF ELIGIBILITY =========================================================================== FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 48 Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) Baltimore Gas and Electric Company (Exact name of obligor as specified in its charter) Maryland 52-0280210 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 39 W. Lexington Street Baltimore, Maryland 21201 (Address of principal executive offices) (Zip code) ______________________ Medium-Term Notes, Series D (Title of the indenture securities) ============================================================================= 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. - ----------------------------------------------------------------- Name Address - ----------------------------------------------------------------- Superintendent of Banks of the 2 Rector Street, New York, State of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. (See Note on page 3.) 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of Practice. 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) -2- 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. - 3 - SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 19th day of July, 1995. THE BANK OF NEW YORK By: /S/ VIVIAN GEORGES Name: VIVIAN GEORGES Title: ASSISTANT VICE PRESIDENT Exhibit 7 Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1995, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Thousands Cash and balances due from depos- itory institutions: Noninterest-bearing balances and currency and coin .................. $ 3,575,856 Interest-bearing balances ............ 747,540 Securities: Held-to-maturity securities ........ 1,283,680 Available-for-sale securities ...... 1,615,292 Federal funds sold in domestic offices of the bank ................ 5,577,896 Loans and lease financing receivables: Loans and leases, net of unearned income .................24,763,265 LESS: Allowance for loan and lease losses ..............532,411 LESS: Allocated transfer risk reserve ....................28,558 Loans and leases, net of unearned income, allowance, and reserve 24,202,296 Assets held in trading accounts ...... 1,502,750 Premises and fixed assets (including capitalized leases) ................ 618,958 Other real estate owned .............. 47,755 Investments in unconsolidated subsidiaries and associated companies .......................... 184,149 Customers' liability to this bank on acceptances outstanding ............ 1,018,696 Intangible assets .................... 101,149 Other assets ......................... 1,227,291 ------------- Total assets ......................... $41,703,316 ============= LIABILITIES Deposits: In domestic offices ................ $18,543,633 Noninterest-bearing .......6,949,896 Interest-bearing .........11,593,737 In foreign offices, Edge and Agreement subsidiaries, and IBFs ... 11,303,075 Noninterest-bearing ..........65,927 Interest-bearing .........11,237,148 Federal funds purchased and secu- rities sold under agreements to re- purchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased ............ 1,327,537 Securities sold under agreements to repurchase .................... 37,400 Demand notes issued to the U.S. Treasury ........................... 97,827 Trading liabilities .................. 1,349,293 Other borrowed money: With original maturity of one year or less .......................... 2,027,148 With original maturity of more than one year ......................... 313,877 Bank's liability on acceptances exe- cuted and outstanding .............. 1,018,848 Subordinated notes and debentures .... 1,056,320 Other liabilities .................... 1,435,093 ------------- Total liabilities .................... 38,510,051 ============= EQUITY CAPITAL Common stock ........................ 942,284 Surplus ............................. 525,666 Undivided profits and capital reserves .......................... 1,753,592 Net unrealized holding gains (losses) on available-for-sale securities ........................ ( 22,501) Cumulative foreign currency transla- tion adjustments .................. ( 5,776) ------------- Total equity capital ................ 3,193,265 ------------- Total liabilities and equity capital ... $41,703,316 ============= I, Robert E. Keilman, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Robert E. Keilman We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. J. Carter Bacot Thomas A. Renyi Directors Alan R. Griffith -----END PRIVACY-ENHANCED MESSAGE-----