-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJ942YfUYT9anai1HxSzFuoFMA95MvC5unMZrUzc9gYFuHDRM6bGJpnoNdwGDEl5 wHd/lc2thH2qbeO90588Sw== 0000009466-96-000004.txt : 19960613 0000009466-96-000004.hdr.sgml : 19960613 ACCESSION NUMBER: 0000009466-96-000004 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960611 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-50331 FILM NUMBER: 96579197 BUSINESS ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 POS AM 1 PROSPECTUS Registration No. 33-50331 ========================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ POST-EFFECTIVE AMENDMENT NO. 2 To 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 52-0280210 (State of Incorporation) (I.R.S. Employer Identification No.) 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) _______________________ C. W. Shivery Vice President and Chief Financial Officer 39 W. Lexington Street Baltimore, Maryland 21201 (410) 234-5511 (Name, address, including zip code, and telephone number, including area code, of agent for service) _______________________ ========================================================================= _________________________________________________________ P R O S P E C T U S _________________________________________________________ BALTIMORE GAS AND ELECTRIC COMPANY $250,000,000 FIRST REFUNDING MORTGAGE BONDS Baltimore Gas and Electric Company (the "Company") intends from time to time to sell up to $250,000,000 aggregate principal amount of its First Refunding Mortgage Bonds (the "New Bonds") on terms to be determined at the time of offering. The specific designation, aggregate principal amount, maturity, rate (or method of calculation) and times of payment of interest, redemption, tender and sinking fund terms, remarketing provisions, other specific terms and any listing on a securities exchange of each series of the New Bonds in respect of which this Prospectus is being delivered will be set forth in a Prospectus Supplement (the "Prospectus Supplement"), together with the terms of offering of the New Bonds. The securities will be offered as set forth under "PLAN OF DISTRIBUTION." See "DESCRIPTION OF NEW BONDS" for other important information about the New Bonds. _____________________ 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. _________________________________________________________ The date of this Prospectus is 1996. 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 at 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, 1995 (the "1995 Form 10-K"). (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (c) The Company's Current Report on Form 8-K filed February 6, 1996. 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 documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents, 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 law 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. The Company is engaged in diversified businesses primarily through four wholly owned subsidiaries, Constellation Holdings, Inc. and its subsidiaries (collectively, the Constellation Companies), BGE Home Products & Services, Inc. (HP&S) and its subsidiary Maryland Environmental Systems, Inc. (MES), BGE Energy Projects & Services, Inc. (EP&S), and BNG, Inc. The Constellation Companies' businesses are concentrated in three major areas - power generation projects, financial investments, and real estate projects (including senior living facilities). HP&S and MES are engaged in the sales and service of gas and electric appliances, kitchen remodeling, the installation and servicing of heating and air conditioning systems, and plumbing. EP&S provides a broad range of customized energy services to major customers which include electrical system improvements, lighting and mechanical engineering services, campus and multi- building systems, brokering and associated financial contracts and district chilled water systems. BNG, Inc. engages in natural gas brokering. 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. The Company and Potomac Electric Power Company ("Pepco") on September 22, 1995, signed an Agreement and Plan of Merger that provides for the merger of both companies into Constellation Energy Corporation (a new company created for use in the merger) upon satisfaction of various conditions and the receipt of required regulatory approvals. For details about the pending merger, see the Company's Report on Form 10-Q for the quarter ended March 31, 1996, and 1995 Form 10-K (see "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE") as well as the Registration Statement on Form S-4 (Registration No. 33-64799) which is filed as an exhibit to this registration statement by incorporation by reference. USE OF PROCEEDS The net proceeds from the sale of the New Bonds offered hereby will be used to meet capital requirements or for other - 3 - 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 balance and interest rate for the twelve months ended March 31, 1996 were $200,912,000 and 5.84%, respectively. To the extent that the net proceeds from the sale of the New Bonds 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. 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 ------------------------------------------------------------ March 31, December 31, --------- ----------------------------------------- 1996 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- ---- 3.47 3.21 3.14 3.00 2.65 2.27 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 NEW BONDS General The New Bonds will be issued in one or more series under and will be secured by an indenture between the Company and Bankers Trust Company, Trustee (the "Trustee"), dated February 1, 1919, as subsequently supplemented, amended and restated and as it is to be supplemented by a supplemental indenture for each series of New Bonds (such indenture, as so supplemented, amended and restated, the "Mortgage"). This Prospectus includes brief outlines of certain provisions contained in the Mortgage. Such outlines do not purport to be complete and are qualified in their entirety by express reference to the Mortgage, which is incorporated by reference as an exhibit to the registration statement. The Mortgage may be inspected at the offices of the Corporate Trust and Agency Group of Bankers Trust Company, Four Albany Street, New York, New York 10015. Each series of New Bonds will have a stated principal amount, maturity date, interest rate(s) (or the method of - 4 - determining such rate(s)), and other specific terms as may be determined at the time of sale, all of which will be set forth in the Prospectus Supplement relating to such series. For each series of New Bonds issued in the form of variable rate remarketed new bonds (the "Remarketed New Bonds"), there will also be other provisions, including interest rate resets, remarketing provisions, the Company's annual right to redeem the Remarketed New Bonds, and the holders' annual right to tender the Remarketed New Bonds (in which case the remarketing agent will use its best efforts to remarket the tendered Remarketed New Bonds and may at its option purchase the tendered Remarketed New Bonds; any tendered Remarketed New Bonds not remarketed or purchased by the remarketing agent must be repurchased and retired by the Company); these other provisions are described generally in the section of this Prospectus titled "Additional Provisions Applicable to Remarketed New Bonds" and a specific description will be set forth in the Prospectus Supplement relating to such series. New Bonds may be issued, as indicated in the applicable Prospectus Supplement, in definitive form ("Definitive Bonds") or may be represented by a permanent global Bond or Bonds ("Book- Entry Bonds") registered in the name of a depositary or its nominee (the "Depositary"). See "Book-Entry System" below. Interest, payable at the times and at the rate(s) (or the method of determining such rate(s)) set forth in such Prospectus Supplement (subject to certain exceptions provided in the Mortgage) will be paid to the persons in whose names the Definitive Bonds are registered at the close of business on the record date set forth therein and, at the option of the Company, may be paid by checks mailed to such persons at their registered addresses. The Definitive Bonds will be issued as registered bonds in denominations of $1,000 and multiples thereof, and will be exchangeable for other Definitive Bonds of the same series in equal aggregate principal amounts without charge to the holders except for any applicable tax or governmental charge. The Mortgage does not contain any covenant or other provision that specifically is intended to afford holders of the New Bonds special protection in the event of a highly leveraged transaction. Book-Entry System The Depository Trust Company The Depository Trust Company, New York, New York ("DTC"), will act as securities depositary for the Book-Entry Bonds. The Book-Entry Bonds will be issued as a fully-registered security in the name of Cede & Co., DTC's partnership nominee. One fully- registered global certificate of the Book-Entry Bonds will be issued in principal amount equal to the aggregate principal amount for each series of the Book-Entry Bonds of like tenor and having the same date of issue and maturity, and will be deposited with DTC. - 5 - 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, as amended. DTC holds securities that its participants (the "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, banks, trust companies, clearing corporations and certain other organizations ("Direct Participants"). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. 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. Ownership of Bonds Purchases of the Book-Entry Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Book-Entry Bonds on DTC's records. The ownership interest of each actual purchaser of each Book-Entry Bond ("Beneficial Owner") is in turn to be recorded on the 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 Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Book-Entry Bonds are to be accomplished 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 the Book- Entry Bonds, except in the event that use of the system for the Book-Entry Bonds is discontinued under the circumstances described below under "Discontinuance of Book-Entry Only System." To facilitate subsequent transfers, all Book-Entry Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Book-Entry Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Book-Entry Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Book-Entry Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. - 6 - 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 arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither DTC nor Cede & Co. will consent or vote with respect to securities. Under its usual procedures, DTC mails an omnibus proxy to the Company as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the securities are credited on the record date (identified in a listing attached to the omnibus proxy). So long as a nominee of DTC is the registered owner of the Book-Entry Bonds, references herein to the Bondholders or the holders or owners of the Book-Entry Bonds shall mean DTC and shall not mean the Beneficial Owners of the Book-Entry Bonds. The Company and the Trustee will recognize DTC or its nominee as the holder of all of the Book-Entry Bonds for all purposes, including the payment of the principal or redemption price of and interest on the Book-Entry Bonds, as well as the giving of notices and any consent or direction required or permitted to be given to or on behalf of the Bondholders under the Mortgage. Neither the Company nor the Trustee will have any responsibility or obligation to Participants or Beneficial Owners with respect to payments or notices to Participants or Beneficial Owners. Payments on and Redemption of Bonds So long as New Bonds are held by DTC under a book-entry system, principal and interest payments on the Book-Entry Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the date on which such principal or interest is payable in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC and disbursement of such payments to the Beneficial Owners shall be the responsibility of Participants. So long as New Bonds are held by DTC under a book-entry system, the Trustee will send any notice of redemption with respect to the Book-Entry Bonds only to Cede & Co. Any failure of DTC to advise any Direct Participant, or of any Direct Participant to notify any Indirect Participant or any Beneficial Owner, of any such notice and its content or effect will not affect the validity of the proceedings for the redemption of the - 7 - Book-Entry Bonds. If fewer than all of the Book-Entry Bonds are selected for redemption, DTC's practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed. Any such selection of Direct Participants to which any such partial redemption will be credited will not be governed by the Mortgage and will not be made by the Company or the Trustee. The Company and the Trustee cannot give any assurances that DTC or the Participants will distribute payments of the principal or redemption price of and interest on the Book-Entry Bonds paid to DTC or its nominee, as the registered owner of the Book-Entry Bonds, or any redemption or other notices, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in the manner described in this Prospectus. DTC may charge the Participants a sum sufficient to cover any tax, fee or other governmental charge that may be imposed for every transfer and exchange of a beneficial interest in the Book- Entry Bonds, and the Participants may seek reimbursements therefor from the Beneficial Owners. Discontinuance of Book-Entry Only System If DTC 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 Bonds in exchange for the Book-Entry Bonds represented by such fully- registered global certificate. In addition, the Company may at any time and in its sole discretion determine not to use DTC's book-entry system, and, in such event, will issue Definitive Bonds in exchange for the Book-Entry Bonds represented by such fully-registered global certificate. Optional Redemption Provisions The Prospectus Supplement for each series of New Bonds will indicate if such series is subject to redemption at the option of the Company prior to maturity. If so, the Prospectus Supplement will include the terms of such redemption, which will be made upon thirty days' notice and in the manner provided in the Mortgage. Any series of New Bonds issued as Remarketed New Bonds will be redeemable annually at the option of the Company at 100% of principal plus accrued interest, and the holder will have an annual right to tender the Remarketed New Bonds at such price, all as described later in this Prospectus under the heading "Additional Provisions Applicable to Remarketed New Bonds - Annual Remarketing Date, Redemption and Tender Provisions." The provisions of this paragraph do not apply to redemptions pursuant to operation of the sinking fund described below. (For applicable provisions of the Mortgage, see Article X, Section 2, and supplemental indenture relating to such series of New Bonds, paragraph number 2.) Sinking Fund Provisions The Prospectus Supplement for each series of New Bonds will indicate if such Bonds are to be redeemable for the Sinking Fund, - 8 - and if so, the date (if any) prior to which no such redemption can be made and the applicable sinking fund redemption price. The Mortgage requires that (1) the Company create a Sinking Fund by payment to the Trustee annually on August 1 a sum equal to 1% of the largest amount of all first refunding mortgage bonds outstanding under the Mortgage ("Bonds") at any time during the preceding twelve months, and (2) the Trustee apply these payments to purchase Bonds (except for Bonds which have provisions excluding them from being purchased for the Sinking Fund) at the lowest obtainable prices. The Trustee may purchase Bonds for the Sinking Fund in the open market or through responses to invitations for sealed proposals, including from the Company, if such purchases are possible at or below the applicable redemption price. If not, the Trustee will acquire Bonds for the Sinking Fund directly through the redemption provisions to which Bonds are subject. The lowest obtainable price cannot exceed the specified sinking fund redemption price or, if none, the applicable regular redemption price. In determining the lowest prices obtainable in the purchase of Bonds for the Sinking Fund and in selecting Bonds for redemption through the Sinking Fund, the Trustee may take into consideration the interest rates, dates of maturity, resultant yields to maturity and any other characteristics deemed relevant by the Trustee. Accordingly, Bonds, including New Bonds, subject to retirement by operation of the Sinking Fund may or may not, in fact, be so retired. The Company is also required to pay to the Trustee accrued interest on Bonds so purchased or redeemed to the dates of purchase or redemption. All Bonds so acquired are to be cancelled and no Bonds are to be issued under the Mortgage in place of them. (For applicable provisions of the Mortgage, see Article X, Section 3, and supplemental indenture relating to such series of New Bonds, paragraph number 2.) Security The New Bonds will be secured, equally and ratably with all other Bonds outstanding at any time under the Mortgage, (A) by a valid and direct first lien on all of the principal properties and franchises now owned or hereafter acquired by the Company subject (i) in the case of Pennsylvania real property, to a prior lien for Pennsylvania local real property taxes for the current year, which are not overdue, and (ii) to minor and unimportant encumbrances which do not materially interfere with the use of the properties by the Company; and (B) by a pledge of 100,000 shares of Class A stock and 100,000 shares of Class B stock of Safe Harbor Water Power Corporation and the common stock of other directly owned subsidiaries of the Company (but not stock of second level subsidiaries, i.e. subsidiaries of subsidiaries). With respect to substantially all of the personal property and fixtures owned by the Company, the lien of the Mortgage has been perfected as a security interest under the Maryland and Pennsylvania Uniform Commercial Codes. - 9 - The Mortgage contains an after-acquired property clause. The lien upon after-acquired property (other than property in Pennsylvania and improvements to property now owned) may not become fully effective until such property is conveyed or delivered to the Trustee. It is the Company's practice when acquiring fee simple property in Maryland (not subject to a purchase money mortgage) to have the conveyance made to itself and the Trustee, and as to all other property, except securities and certain personal property, to record deeds or supplemental indentures from time to time conveying record title to such property to the Trustee. Securities acquired by the Company (except temporary investments intended to be reconverted into cash) are deposited with the Trustee with instruments of transfer in blank upon acquisition. So long as the Company is entitled or permitted to retain possession of the mortgaged property, the lien of the Mortgage ordinarily is not effective upon merchandise or other property acquired or produced for sale in the ordinary course of business, upon cash (other than cash deposited with the Trustee pursuant to certain provisions of the Mortgage) or securities not transferred or delivered to the Trustee, or upon income. (For applicable provisions of the Mortgage, see granting clauses; Article III, Section 2; Article IV, Sections 1 and 3; and Article X, Section 1.) Issue of Additional Bonds Subject to limitations imposed by any applicable law or any supplemental indenture with respect to any existing series, additional Bonds may be issued under the Mortgage as Bonds of any existing series or a new series, in a principal amount equal to: (a) the amount of cash deposited with the Trustee for such purpose (which may thereafter be withdrawn upon the same basis upon which additional Bonds may be issued); (b) 80% of the amount of actual expenditures for Additional Property as defined in the Mortgage (not in excess of the reasonable value of such property), including to a specified extent securities of subsidiaries, made within three years prior to the request for issuance of such Bonds (and also in the case of Additional Property subject to Prior Charges as so defined, additional Bonds may be issued in an amount obtained by deducting the amount of Prior Charges from 80% of the sum of such expenditures and such Prior Charges); (c) the principal or par amounts of Prior Charges acquired, paid or refunded; and (d) the principal amount of Bonds previously authenticated under the Mortgage and paid or retired (except by operation of the Sinking Fund). At March 31, 1996, approximately $762,354,000 principal amount of Bonds was issuable under clause (b) above, and approximately $640,192,000 principal amount of Bonds was issuable under clause (d) above. (For applicable provisions of the Mortgage, see Article I, Sections 3, 5, 6, 7 and 8; and the definitions in Article XIV.) - 10 - Events of Default The Mortgage provides that the following constitute "events of default:" (a) default for 60 days in payment of any interest on any Bonds; (b) default in payment of the principal of any Bonds; (c) default in observance or performance of any other covenant or condition by the Company, and continuance of such default for a period of 60 days after written notice thereof to the Company; or (d) an order for appointment of a receiver of the Company, or of all or any part of the mortgaged property which, in the opinion of the Trustee, is prejudicial to the security of the Bonds or to the interests of the holders of the Bonds, or for the winding up or liquidation of the business and affairs of the Company, or adjudicating the Company a bankrupt, or corporate action taken on the part of the Company for any of the foregoing. The Trustee must give the holders of the Bonds notice of all defaults known to it within 90 days after the occurrence thereof (disregarding any period of grace), unless such defaults shall have been cured, but no such notice shall be given until at least 60 days after the occurrence of a default described in (a) or (c) above; provided that, except in the case of default in the payment of the principal of or interest on the Bonds, or in the payment of any sinking fund installment, the Trustee may withhold such notice so long as it determines that the withholding of such notice is in the interests of the holders of the Bonds. (For applicable provisions of the Mortgage, see Article V, Section 2; Article IX; Article XII; and Article XIII, Section 5.) Enforcement Upon the written request of the holders of not less than a majority in principal amount of the Bonds at the time outstanding, in case of any "event of default," as defined in the Mortgage (see above), it is the duty of the Trustee, upon being offered satisfactory security and indemnity against costs, expenses and liability, to take all needful steps for the protection and enforcement of its rights and the rights of the holders of Bonds and to exercise the powers of entry or sale conferred by the Mortgage, or to take appropriate judicial proceedings by action, suit or otherwise, as the Trustee shall deem most expedient in the interest of the holders of such Bonds. In case of a sale of the mortgaged property, whether under the power of sale or pursuant to judicial proceedings, the principal of all Bonds shall, if not previously due, immediately become due and payable. The holders of sixty-five percent in principal amount of the Bonds outstanding have the right to direct and to control any proceedings for any sale of the mortgaged property, or for the foreclosure of the Mortgage, or for the appointment of a receiver, or any other proceedings under the Mortgage; provided, however, that the Trustee shall have the right to refuse to comply with any direction or order of holders of the Bonds under this provision if in its judgment compliance therewith would be unjustly prejudicial to non-assenting holders. - 11 - (For applicable provisions of the Mortgage, see Article V, Sections 4, 5, 6 and 15.) The Trustee The Trustee is the registrar and paying agent under the Mortgage and will serve as calculation agent for Bonds with floating rates. Annually, the Company is required to furnish the Trustee with a certificate regarding its compliance with certain covenants of the Mortgage and an opinion of counsel regarding the recording and filing of the Mortgage and of each supplemental indenture. (For applicable provisions of the Mortgage, see Article IX; and Article XII, Sections 1 and 9.) Additional Provisions Applicable To Remarketed New Bonds The Company may issue one or more series of New Bonds in the form of Remarketed New Bonds. In the applicable Prospectus Supplement, the Company will designate one or more remarketing agents for the series, each a "Remarketing Agent." Initial Terms The interest rate for a series of Remarketed New Bonds will float. The Prospectus Supplement for any series of Remarketed New Bonds will specify whether the interest rate will be reset daily, weekly, monthly, quarterly, semi-annually or annually. It will set forth the index by which the interest rate will be determined such as LIBOR or Federal Funds Rate; the spread over such index; and the interest payment dates. Annual Remarketing Date, Redemption and Tender Provisions The applicable Prospectus Supplement will specify an annual remarketing date for each series of Remarketed New Bonds. Pursuant to terms described in the Prospectus Supplement, the Remarketing Agent, prior to the annual remarketing date, will determine the applicable interest rate period, index, and spread, and the Remarketing Agent will provide recordholders with this information. The recordholders may do nothing, in which case they will continue to hold the Remarketed New Bonds, or may tender all or a portion of their Remarketed New Bonds. If the Remarketed New Bonds are tendered, the recordholders will receive principal plus accrued interest. The Remarketing Agent will attempt on a best efforts basis to remarket the tendered Remarketed New Bonds at a price of 100% of the principal amount and may, at its option purchase any tendered Remarketed New Bonds at such price; and, the Company will repurchase and retire on the annual remarketing date any remaining unsold tendered Remarketed New Bonds at a price of 100% of the principal amount, plus accrued interest. Remarketed New Bonds are subject to the sinking fund provisions described in this Prospectus. Remarketed New Bonds - 12 - also are subject to redemption at the Company's option on any annual remarketing date at 100% of principal together with accrued interest. PLAN OF DISTRIBUTION The Company may sell any series of the New Bonds in any of the following ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement with respect to the series of New Bonds being offered thereby will set forth the terms of the offering of such New Bonds, including the name or names of any underwriters, the purchase price of such New Bonds and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such New Bonds may be listed. Only underwriters named in a Prospectus Supplement are deemed to be underwriters in connection with the New Bonds offered thereby. If underwriters are used in the sale of a series of New Bonds, such Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The New Bonds may be either offered to the public through underwriting syndicates (any such syndicate may be represented by managing underwriters which may be designated by the Company), or directly by one or more underwriters acting alone. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the New Bonds of the series offered thereby will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such New Bonds if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. New Bonds may be sold directly by the Company or through agents designated by the Company from time to time. The Prospectus Supplement with respect to any series of New Bonds sold in this manner will set forth the name of any agent involved in the offer or sale of such series of New Bonds as well as any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If dealers are utilized in the sale of any series of New Bonds, the Company will sell such New Bonds to the dealers, as principal. Any dealer may then resell such New Bonds to the public at varying prices to be determined by such dealer at the time of resale. The name of any dealer and the terms of the transaction will be set forth in the Prospectus Supplement with respect to such New Bonds being offered thereby. - 13 - It has not been determined whether any series of the New Bonds will be listed on a securities exchange. Underwriters will not be obligated to make a market in any series of New Bonds. The Company can not predict the activity of trading in, or liquidity of, any series of the New Bonds. Agents, underwriters and dealers may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents, underwriters or dealers may be required to make in respect thereof. Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for the Company in the ordinary course of business. LEGAL OPINIONS Certain legal matters in connection with the New Bonds will be passed upon for the Company by David A. Brune, Esq., General Counsel of the Company or Susan Wolf, Esq., Associate General Counsel of the Company, and for the underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, N.Y. Cahill Gordon & Reindel will not pass upon the incorporation of the Company, titles to properties of the Company or the lien of the Mortgage. Cahill Gordon & Reindel will rely upon the opinion of Mr. Brune or Miss Wolf as to matters of Maryland law and applicability of the Public Utility Holding Company Act of 1935. EXPERTS The consolidated balance sheets and statements of capitalization as of December 31, 1995 and 1994 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, 1995, and the consolidated financial statement schedules listed in Item 14(a)(1) and (2) of the 1995 Form 10-K incorporated by reference in this Prospectus from the 1995 Form 10-K have been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. - 14 - 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 Prospectus 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 New Bonds 4 Plan of Distribution 13 Legal Opinions 14 Experts 14 $250,000,000 [Company logo goes here] First Refunding Mortgage Bonds PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Securities and Exchange Commission Registration Fee .$ 78,125 Maryland Recordation Tax ............................ 270,000* Prince George's County Transfer Tax ................. 29,000* Services of Independent Accountants ................. 35,000* Trustee's Fees and Expenses ......................... 70,000* Printing Expenses, including Bonds .................. 60,000* Bond Rating Fees .................................... 140,000* Blue Sky and Legal Fees and Expenses ................ 50,000* Miscellaneous Expenses .............................. 47,875* Total .............................................. $780,000* _____________ *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 cause of action adjudicated in 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 II-1 indemnified against reasonable expenses incurred in connection 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 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." II-2 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 Purchase Agreement, including Form of Standard Purchase Provisions filed as Exhibit 1(a) to this Post-Effective Amendment. Item 16. Exhibits. Reference is made to the Exhibit Index filed as a part of this Post-Effective Amendment No. 2 to the 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) 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act II-3 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 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-4 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 Post-Effective Amendment No. 2 to Registration Statement No. 33- 50331 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 11th day of June, 1996. BALTIMORE GAS AND ELECTRIC COMPANY (Registrant) /s/ C. W. Shivery By:_______________________________ C. W. Shivery, Vice President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Registration Statement No. 33-50331 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 June 11, 1996 Board and Director Principal financial and accounting officer: /s/ C. W. Shivery _____________________ Vice President June 11, 1996 C. W. Shivery Directors: *H. Furlong Baldwin *Beverly B. Byron *J. Owen Cole *Dan A. Colussy *E. A. Crooke *Jerome W. Geckle Directors June 11, 1996 *G. V. McGowan *George L. Russell, Jr. *Michael D. Sullivan /s/ C. W. Shivery *By: __________________________________ C. W. Shivery, Attorney-in-Fact II-5 EXHIBIT INDEX Exhibit Number ______ 1(a)* - Form of Purchase Agreement, including Standard Purchase Provisions. (Designated as Exhibit 1(a) to Form S-3 Registration Statement, Registration No. 33-50331.) 1(b)* - Form of Interest Calculation Agency Agreement. (Designated as Exhibit 1(b) to Form S-3 Registration Statement, Registration No. 33-50331.) 2* - Registration Statement on Form S-4 of Constellation Energy Corporation, as amended, which became effective February 9, 1996, Registration No. 33- 64799. (Designated as Exhibit 2(d) in Form 10-K for fiscal year ended 1995, File No. 1-1910.) 4(a)(1)* - Form of Supplemental Indenture between the Company and Bankers Trust Company, Trustee. (Designated as Exhibit 4(a) to Form S-3 Registration Statement, Registration No. 33-50331.) 4(a)(2) - Form of Supplemental Indenture for Remarketed New Bonds between the Company and Bankers Trust Company, Trustee. 4(b)* - Form of Floating Rate Bond. (Designated as Exhibit 4(b) to Form S-3 Registration Statement, Registration No. 33-50331.) 4(c)* - Form of Fixed Rate Bond. (Designated as Exhibit 4(c) to Form S-3 Registration Statement, Registration No. 33-50331.) 4(d) - Form of Remarketed Bond. 4(e) - Form of Remarketing Agreement. 12* - Computation of Ratio of Earnings to Fixed Charges. (Designated as Exhibit 12 to Form 10-Q for the quarter ended March 31, 1996, File No. 1-1910.) 23(a)* - Consent of Company Counsel. (Designated as Exhibit 5 to Form S-3 Registration Statement, Registration No. 33-50331.) 23(b) - Consent of Coopers & Lybrand L.L.P., Independent Certified Public Accountants. 24* - Power of Attorney. (Designated as Exhibit 25 to Form S-3 Registration Statement, Registration No. 33-50331.) *Incorporated by reference except as noted. -II-6 EX-4 2 SUPPLEMENTAL INDENTURE Exhibit 4(a)(2) (Form of Supplemental Indenture for Remarketed New Bonds) Counterpart No. _____ of 50 ============================================================ BALTIMORE GAS AND ELECTRIC COMPANY TO BANKERS TRUST COMPANY, Trustee _______________ SUPPLEMENTAL INDENTURE Supplementing Deed of Trust dated February 1, 1919 as subsequently supplemented, amended and restated _______________ TO SECURE $_________ Remarketed Floating Rate Series due _____________ First Refunding Mortgage Bonds ============================================================ 1 SUPPLEMENTAL INDENTURE, made as of the _________ day of _________ in the year nineteen hundred and _______________, for convenience of reference, and effective from the time of execution and delivery hereof, by and between BALTIMORE GAS AND ELECTRIC COMPANY (name changed from CONSOLIDATED GAS ELECTRIC LIGHT AND POWER COMPANY OF BALTIMORE on April 4, 1955), a corporation duly created and organized under the law of the State of Maryland, hereinafter called the "Company," party of the first part, and BANKERS TRUST COMPANY, a corporation duly created and organized under the law of the State of New York, having its principal office and place of business at Four Albany Street, Borough of Manhattan, The City of New York, hereinafter called the "Trustee," party of the second part. WHEREAS, The Company heretofore duly executed, acknowledged and delivered to the Trustee an indenture of mortgage or deed of trust dated February 1, 1919 (which as subsequently amended, supplemented and/or restated is hereinafter called the "Refunding Mortgage") which Refunding Mortgage is hereby referred to and made a part hereof as fully as if herein recited at length, and the several corporations, mortgages or deeds of trust, indentures, bonds, notes, securities and stocks referred to in the Refunding Mortgage are, when hereinafter referred to, sometimes referred to by the short names by which they are referred to in the Refunding Mortgage, and the several words, terms and expressions particularly defined or construed in the Refunding Mortgage, in Section 4 or Section 5 of Article XI thereof or elsewhere, when used in this supplemental indenture are used as so defined or construed in the Refunding Mortgage; and WHEREAS, By the Refunding Mortgage it is among other things provided, in Section 9 of Article III thereof, that from time to time the Company, when authorized by a resolution of its Board of Directors, and the Trustee may, subject to the provisions of the Refunding Mortgage, execute, acknowledge and deliver indentures supplemental thereto, which thereafter shall form a part thereof, for the purpose (among others) of conveying, assuring or confirming to, or vesting in, the Trustee additional property now owned or hereafter acquired pursuant to Section 7 of Article I or Section 2 of Article III of the Refunding Mortgage, adding to the covenants of the Company in the Refunding Mortgage for the protection of the holders of the Securities, making provisions for the redemption before maturity of any bonds thereafter to be issued thereunder, or making such provision, not inconsistent with the Refunding Mortgage, as may be necessary or desirable with respect to matters or questions arising thereunder; and WHEREAS, The Company has determined to issue additional bonds under and pursuant to the provisions of the Refunding Mortgage and has determined to execute, acknowledge and deliver this indenture, supplemental to the Refunding Mortgage and hereafter to form a part thereof, for the purpose of conveying, 2 assuring or confirming to, or vesting in, the Trustee additional property now owned or hereafter acquired pursuant to Section 7 of Article I or Section 2 of Article III of the Refunding Mortgage, adding to the covenants of the Company in the Refunding Mortgage for the protection of the holders of the Securities, making provisions for the redemption before maturity of bonds hereafter to be issued under the Refunding Mortgage, and making such other provision, not inconsistent with the Refunding Mortgage, as may be necessary or desirable with respect to matters or questions arising thereunder, and the Company and the Trustee are willing so to execute, acknowledge and deliver this supplemental indenture for the purposes aforesaid; and WHEREAS, At a meeting of the [Executive Committee of the] Board of Directors of the Company duly called and held as provided by law on the ____ day of ______, at which meeting a quorum of said [Executive Committee of the] Board of Directors was present and voted, this supplemental indenture was then and there submitted to the said [Executive Committee of the] Board of Directors and resolutions authorizing the execution, acknowledgment and delivery of this supplemental indenture and the issuance, certification and delivery of First Refunding Mortgage Bonds under and pursuant to the provisions of the Refunding Mortgage, as so supplemented by this supplemental indenture, were unanimously adopted by the affirmative vote of all the members so present. NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That, in order to secure the payment of the principal of and interest on all such bonds at any time issued and outstanding under the Refunding Mortgage, according to their tenor and effect, and to secure the performance of all the covenants and conditions contained in the Refunding Mortgage as supplemented by this supplemental indenture, and to declare the terms and conditions upon which said bonds are issued, or to be issued, and secured under the Refunding Mortgage, Baltimore Gas and Electric Company, the party of the first part, in consideration of the premises and of the purchase of such bonds by the holders thereof, and of the sum of one dollar, lawful money of the United States of America, to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, has executed and delivered these presents and hereby ratifies, approves and confirms the Refunding Mortgage in all respects as fully as if all the terms, provisions, covenants and conditions thereof were herein again set forth at length, as supplemented hereby, and has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and granted a security interest therein, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm, and grant a security interest therein unto Bankers Trust Company, party of the second part, and unto its successors and assigns forever, all and singular the premises, property and franchises 3 of the Company other than as excepted in the Refunding Mortgage, now owned or hereafter acquired in Maryland or Pennsylvania. TOGETHER with all the rights, privileges and appurtenances to any of said premises, property and franchises belonging or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues, income and profits thereof, and all the estate, right, title and interest which the Company now has or may hereafter acquire therein or thereto or in or to any part thereof. TO HAVE AND TO HOLD, All and singular the said premises, property and franchises, appurtenances, rents, issues, income and profits hereby conveyed, transferred, assigned and confirmed, or intended so to be, unto the Trustee, its successors and assigns, forever. IN TRUST, NEVERTHELESS, For the equal and proportionate benefit and security of all holders of the bonds and interest obligations issued or to be issued under the Refunding Mortgage, and for the enforcement of the payment of said bonds and interest obligations when payable and the performance of and compliance with the covenants and conditions of the Refunding Mortgage as supplemented by this supplemental indenture, without preference, priority or distinction, as to lien or otherwise of any series of bonds over any other series of bonds, or of any one bond over any other bonds, by reason of priority in the issue or negotiation thereof or otherwise, so that each and every bond issued or to be issued under the Refunding Mortgage or secured thereby shall have the same right, lien and privilege under the Refunding Mortgage as supplemented by this supplemental indenture, and so that the principal and interest of every such bond, subject to the terms of the Refunding Mortgage as so supplemented, be equally and proportionately secured thereby as if all had been duly made, executed, delivered, sold and negotiated simultaneously with the execution and delivery of the Refunding Mortgage, it being intended that the lien and security of the Refunding Mortgage shall take effect from the date of the execution and delivery thereof without regard to the time of such actual issue, sale or disposition of said bonds, and as though upon said date all of said bonds had been actually issued, sold and delivered to, and were in the hands of, holders thereof for value. AND IT IS HEREBY FURTHER COVENANTED AND DECLARED, That all such bonds are issued and certified and delivered, or to be issued and certified and delivered, and the mortgaged premises and property are to be held by the Trustee, subject to the further covenants, conditions, uses and trusts in the Refunding Mortgage, as supplemented by this supplemental indenture, set forth, and it is agreed and covenanted by the Company with the Trustee and the respective holders from time to time of bonds issued under the Refunding Mortgage as follows, viz: 4 1. As supplemented hereby, each and all of the terms, provisions, covenants, conditions, uses and trusts set forth in that portion of the Refunding Mortgage beginning with and including the words "Article I. Issue and Appropriation of Bonds," and continuing to the end of the Refunding Mortgage, are hereby expressly ratified, approved and confirmed, as fully and with the same force and effect as if the same were herein again set forth at length, provided, however, that no provision of this Supplemental Indenture is intended to reinstate any provisions in the Refunding Mortgage which were amended and superseded by the amendments to the Trust Indenture Act of 1939 effective as of November 15, 1990. 2. One series of bonds to be issued under and secured by the Refunding Mortgage shall be designated as Remarketed Floating Rate Series due _____________, First Refunding Mortgage Bonds (hereinafter called "bonds of the Designated Series" or "Remarketed New Bonds"). Bonds of the Designated Series shall be issued only as registered bonds in denominations of one thousand dollars and multiples thereof. Bonds of the Designated Series may be exchanged for a like aggregate principal amount of bonds of the Designated Series of other denominations. Each bond of the Designated Series shall be dated the date of its authentication, shall mature _____________, shall be payable as to principal and interest in lawful money of the United States of America which shall be legal tender at the time such payment becomes due, at the principal office of Bankers Trust Company (or its successor in trust), in the Borough of Manhattan, in The City of New York, or at such other institutions as designated by the Company, provided, however, that each installment of interest may be paid by mailing checks, or by wire transfers, for such interest payable to the order of the person entitled thereto to the registered address of such person as it appears on the books of the Company. [Interest on the Remarketed New Bonds shall accrue from and include (the "Issue Date"), and shall initially be payable quarterly in arrears on each _________, __________, , and (the "Maturity Date") (each, an "Interest Payment Date"). The interest rate on each Remarketed New Bond for the initial interest period will be LIBOR (as defined herein), with an Index Maturity of three months, plus a spread of _____% per annum. The initial interest period will be from and including the Issue Date to but excluding (the "Initial Interest Period"). The interest rate on the Remarketed New Bonds during the Initial Interest Period will reset quarterly on _________, _______, _________, and __________ as described below. For each Interest Period thereafter (which is the annual period from and including to but excluding the following in each year following the Initial Interest Period), the interest rate on each Remarketed New Bond will be LIBOR or the Federal Funds Rate (each a "Base Rate"), plus or minus the applicable Spread (each as defined 5 herein) for such Remarketed New Bond that is determined in accordance with the Remarketing Procedures described herein. Each Remarketed New Bond will bear interest from its Issue Date, pursuant to the interest rate formula determined in accordance with the Remarketing Procedures, until the principal thereof is paid or duly made available for payment. Interest payments on Remarketed New Bonds will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment (from and including the Issue Date, if no interest has been paid or duly made available for payment) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Payment Period"). Each Remarketed New Bond will bear interest at the rate determined by reference to the applicable Base Rate plus or minus the applicable Spread. The "Spread" is the number of basis points to be added to or subtracted from the related Base Rate applicable to such Remarketed New Bond. The "Index Maturity" is the period to maturity of the instrument or obligation with respect to which the related Base Rate will be calculated. The interest rate with respect to each Base Rate will be determined in accordance with the applicable provisions below. The interest rate in effect on each day shall be (i) if such day is an Interest Reset Date (as defined herein), the interest rate determined as of the Interest Determination Date (as defined herein) immediately preceding such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date. Interest on Remarketed New Bonds will be determined by reference to the applicable Base Rate, which will, as described below, be either (i) the Federal Funds Rate, or (ii) LIBOR. As specified in the Remarketing Procedures described herein, the remarketing agent will specify whether the rate of interest for a subsequent Interest Period will be reset daily, weekly, monthly, quarterly, semi-annually or annually (each, an "Interest Reset Date") on a date set by the remarketing agent. If any Interest Reset Date for any Remarketed New Bond would otherwise be a day that is not a business day, such Interest Reset Date will be postponed to the next succeeding business day, except that in the case of a Remarketed New Bond as to which LIBOR is the Base Rate and such business day falls in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding business day. The interest rate applicable to each Interest Reset Date will be the rate determined as of the applicable Interest Determination Date on or prior to the Calculation Date (as hereinafter defined). Unless otherwise specified by the remarketing agent during the Base Rate and Spread Adjustment 6 Period (as hereinafter defined), the "Interest Determination Date" with respect to the Federal Funds Rate will be the business day immediately preceding the applicable Interest Reset Date; and the "Interest Determination Date" with respect to LIBOR will be the second London business day immediately preceding the applicable Interest Reset Date. The interest rate on the Remarketed New Bonds will in no event be higher than the maximum rate permitted by applicable law. The Interest Payment Date for the applicable Interest Period will be specified in accordance with the Remarketing Procedures. If any Interest Payment Date other than the Maturity Date for any Remarketed New Bond would otherwise be a day that is not a business day, such Interest Payment Date will be postponed to the next succeeding business day, except that in the case of a Remarketed New Bond as to which LIBOR is an applicable Base Rate and such business day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding business day. If the Maturity Date of a Remarketed New Bond falls on a day that is not a business day, the required payment of principal, premium, if any, and interest will be made on the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding business day. All percentages resulting from any calculation on Remarketed New Bonds will be rounded 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) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation on Remarketed New Bonds will be rounded to the nearest cent. With respect to each Remarketed New Bond, accrued interest is calculated by multiplying its principal amount by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the applicable Interest Payment Period. The interest factor for each such day will be computed by dividing the interest rate applicable to such day by 360. Bankers Trust Company has been appointed the "Calculation Agent. " Upon request of the holder of any Remarketed New Bond, the Calculation Agent will disclose the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to such Remarketed New Bond. The "Calculation Date, " if applicable, pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if such day is not a business day, the next succeeding business day 7 or (ii) the business day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be. The Calculation Agent shall determine each Base Rate in accordance with the following provisions: Federal Funds Rate. "Federal Funds Rate" means, with respect to any Interest Determination Date relating to a Remarketed New Bond for which the interest rate is determined with reference to the Federal Funds Rate (a "Federal Funds Rate Interest Determination Date"), the rate on such date for United States dollar federal funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not published by 3:00 p.m., New York time, on the related Calculation Date, the rate on such Federal Funds Rate Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate is not published in either H.15(519) or Composite Quotations by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of federal funds transactions in The City of New York (which may include the Calculation Agent or its affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date. LIBOR. "LIBOR" means the rate determined in accordance with the following provisions: (i) With respect to any Interest Determination Date relating to a Remarketed New Bond for which the interest rate is determined with reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be the rate for deposits in U.S. dollars having the applicable Index Maturity, commencing on such Interest Reset Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If no such rate appears, as applicable, LIBOR on such LIBOR Interest Determination Date will be determined in accordance with the provisions described in clause (ii) below. (ii) With respect to a LIBOR Interest Determination Date on which no rate appears on Telerate Page 3750 as specified in clause (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of the 8 applicable Index Maturity, commencing on the applicable Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on such LIBOR Interest Determination Date by three major banks selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having the applicable Index Maturity and in a principal amount that is representative for a single transaction in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date will be LIBOR in effect on such LIBOR Interest Determination Date. "Telerate Page 3750" means the display on the Dow Jones Telerate Service designated as Page 3750 (or any successor service) for the purpose of displaying the London interbank rates of major banks for U.S. dollar deposits. REMARKETING PROVISIONS The Remarketed New Bonds will be remarketed annually until maturity or redemption on of each year beginning (the "Annual Remarketing Date") in accordance with the following remarketing procedures (the "Remarketing Procedures"). Each remarketing will take place over a 45-day period consisting of a Base Rate and Spread Adjustment Period (30-45 calendar days prior to each Annual Remarketing Date), Tender Period (15-30 calendar days prior to each Annual Remarketing Date) and a Remarketing Period (10-15 calendar days prior to each Annual Remarketing Date). Base Rate And Spread Adjustment Period During the Base Rate and Spread Adjustment Period, the remarketing agent, will, after canvassing the market and considering prevailing market conditions, establish the Base Rate and Spread (the "Applicable Interest Rate") and the reset and payment frequency for the subsequent Interest Period. By 10:00 a.m. on the 30th day prior to the Annual Remarketing Date (or if such day is not a business day in The City of New York and the City of Baltimore, the business day immediately preceding such day), the remarketing agent shall deliver to the Trustee and the Company an officer's certificate establishing the Applicable Interest Rate, Interest Payment Dates, Interest Reset Dates and other relevant terms for such subsequent Interest Period. If the remarketing agent fails to deliver timely such officer's certificate, the Applicable Interest Rate in effect for the 9 subsequent Interest Period will be that in effect during the immediately preceding Interest Period. Tender Period During the Tender Period, the recordholder of such Remarketed New Bonds must notify the remarketing agent of its election either (i) to tender some or all of the principal amount thereof or (ii) to hold some or all of the principal amount of such Remarketed New Bonds for the next Interest Period, provided that such election may be made only with respect to a principal amount of $1,000 or a greater integral multiple thereof. Recordholders who fail to elect to tender some or all of the principal amount of their Remarketed New Bonds or fail to elect to hold such principal amount for a new Interest Period shall, if a remarketing has occurred, be deemed to have elected to continue to hold all of such untendered principal amount for the succeeding Interest Period and the interest rate thereon will automatically be reset to the new Applicable Interest Rate. ANY NOTICE GIVEN TO THE REMARKETING AGENT TO TENDER, HOLD, OR PURCHASE REMARKETED NEW BONDS IS IRREVOCABLE. Remarketing Period During the Remarketing Period, the remarketing agent will attempt, on a best efforts basis, to remarket the tendered Remarketed New Bonds at a price of 100% of the aggregate principal amount so tendered. There is no assurance that the remarketing agent will be able to remarket the entire principal amount of Remarketed New Bonds tendered in a remarketing. In the event that the remarketing agent is unable to remarket some or all of the tendered Remarketed New Bonds and opts not to purchase the tendered Remarketed New Bonds, the Company will unconditionally repurchase and retire the remaining unsold tendered Remarketed New Bonds at a price of 100% of the principal amount, plus accrued interest, if any, to the Annual Remarketing Date.] The interest payable on any Interest Payment Date shall be paid to the persons in whose names bonds of the Designated Series were registered at the close of business on the record date (as defined below) for such payment of interest notwithstanding any cancellation of bonds of the Designated Series on any transfer or exchange thereof between such record date and such interest payment date; except that if the Company shall default in the payment of any interest due on such Interest Payment Date such defaulted interest shall be paid to the persons in whose names bonds of the Designated Series are registered either at the close of business on the subsequent record date fixed for payment of such defaulted interest, or (if no such subsequent record date shall have been fixed) at the close of business on the day preceding the date of payment of such defaulted interest. A subsequent record date for payment of defaulted interest may be established by or on behalf of the Company by notice to holders 10 of bonds of the Designated Series not less than ten days preceding such record date, which record date shall be not more than thirty days prior to the subsequent Interest Payment Date. The term "record date" as used herein shall mean, with respect to any Interest Payment Date, the close of business on the ____ day of the calendar month next preceding such interest payment date. The bonds may also be represented by a permanent global bond or bonds, registered in the name of The Depository Trust Company, as depositary (the "Depositary"), or a nominee of the Depositary (each such bond represented by a permanent global bond being referred to herein as a "Book-Entry Bond"). Beneficial interests in Book-Entry Bonds will only be evidenced by, and transfers thereof will only be effected through, records maintained by the Depositary's participants. The Company shall not be required to make transfers or exchanges of bonds of the Designated Series during a period of fifteen days preceding the mailing of notice of a partial redemption of bonds of such Series, or to transfer or exchange bonds of the Designated Series, or the portion thereof, which shall have been designated for redemption. Upon thirty days' notice in the manner set forth in Article X, Section 2 of the Refunding Mortgage, bonds of the Designated Series shall be redeemable prior to maturity, as a whole, or in part, at the option of the Company, on any Annual Remarketing Date at 100% of principal amount, if redeemed otherwise than by operation of the sinking fund, and, at any time after ________, by operation of the sinking fund provided for by Article X, Section 3 of the Refunding Mortgage, at 100% of principal amount, together, in each case, with accrued interest to the date of redemption. 3. The recitals of fact contained herein, in the Refunding Mortgage as hereby supplemented, and in the bonds (other than the certificate of authentication of the Trustee on the bonds), shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations to the value of the mortgaged property or any part thereof, or as to the title of the Company thereto, or as to the value or validity of the security afforded thereby and by the Refunding Mortgage, or as to the value or validity of any securities at any time held under the Refunding Mortgage, or as to the validity of this supplemental indenture or the Refunding Mortgage or of the bonds issued thereunder, and the Trustee shall incur no responsibility, except as otherwise provided in the Refunding Mortgage, in respect of such matters. 4. If and to the extent that any provision of this supplemental indenture limits, qualifies, or conflicts with another provision of the Refunding Mortgage required to be included therein by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended, such required provision shall control; provided, however that nothing in this supplemental indenture contained shall be so construed as to relieve the Company or the Trustee of any duty or obligation which it would otherwise have to any holder of any bond or bonds heretofore issued under the Refunding Mortgage, or so construed 11 as to grant to the Trustee any rights as against any holder of any bond or bonds heretofore issued under the Refunding Mortgage not granted under said Refunding Mortgage, and no provision in this supplemental indenture contained shall impair any of the rights of any holder of any bond or bonds heretofore issued under the Refunding Mortgage. 5. All the provisions of this supplemental indenture shall become effective immediately. This supplemental indenture and all the provisions thereof shall form a part of the Refunding Mortgage and all references or mention in the Refunding Mortgage to the Refunding Mortgage or to any of the terms, provisions, covenants, conditions, uses or trusts thereof or the recitals or statements therein or to the recording, filing or refiling thereof, shall be applicable to the terms, provisions, covenants, conditions, uses and trusts of, and the recitals and statements in, this supplemental indenture and the Refunding Mortgage as hereby supplemented, and to the recording, filing and refiling thereof, as fully and with the same force and effect as if all the terms, provisions, covenants, conditions, uses and trusts of, and all the recitals and statements in, the Refunding Mortgage were herein again set forth at length and the entire Refunding Mortgage as hereby supplemented were herein set forth at length as one new instrument. 12 IN TESTIMONY WHEREOF, on this ________ day of_______________, Baltimore Gas and Electric Company has caused these presents to be signed in its corporate name by its President or a Vice President, and its corporate seal to be hereunto affixed, duly attested by its Secretary or an Assistant Secretary; and Bankers Trust Company has also caused these presents to be signed in its corporate name by its President or a Vice President or an Assistant Vice President, and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries. BALTIMORE GAS AND ELECTRIC COMPANY, By___________________________ Attest____________________________ (Seal) STATE OF MARYLAND: } SS: _________________: I HEREBY CERTIFY, that on this ________ day of ____________, ____, before me, the subscriber, a Notary Public of the State of Maryland, in and for the _____________________ aforesaid, personally appeared _____________, ______________ of Baltimore Gas and Electric Company, and on behalf of the said corporation did acknowledge the foregoing instrument to be the act and deed of Baltimore Gas and Electric Company. IN TESTIMONY WHEREOF, I have hereunto set my hand and Notarial Seal on the day and year aforesaid. _________________________ Notary Public My Commission expires ___________ [BANKERS TRUST COMPANY signature on next page] 13 BANKERS TRUST COMPANY, By__________________________ Attest____________________________ (Seal) STATE OF NEW YORK: } SS: _________________: I HEREBY CERTIFY, that on this _____ day of __________, before me, the subscriber, a Notary Public of the State of New York, in and for the ____________________ aforesaid, personally appeared ____________________, ______________ of Bankers Trust Company, and on behalf of the said corporation did acknowledge the foregoing instrument to be the act and deed of Bankers Trust Company; and at the same time such ______________, for and on behalf of said corporation, made oath in due form of law that the consideration stated in the foregoing deed of trust is true and bona fide as therein set forth, and also that [he]she is a ______________ and agent of the said Bankers Trust Company, Trustee, grantee in the foregoing instrument and duly authorized to make this affidavit. IN TESTIMONY WHEREOF, I have hereunto set my hand and Notarial Seal on the day and year aforesaid. _________________________ Notary Public My Commission expires _____________ 14 CERTIFICATE OF RESIDENCE Bankers Trust Company, Mortgagee and Trustee within named, hereby certifies that its precise residence is Four Albany Street, in the Borough of Manhattan, in The City of New York, in the State of New York. BANKERS TRUST COMPANY, By_________________________ 15 SCHEDULE EX-4 3 FORM OF REMARKETED BOND Exhibit 4(d) (Form of Remarketed Floating Rate Bond) Registered Registered (Form of Face of Remarketed Floating Rate Bond) Number ________ $ _____________ BALTIMORE GAS AND ELECTRIC COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND [If this bond is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this bond 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 bond is exchanged in whole or in part for bonds 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.] REMARKETED FLOATING RATE SERIES DUE ___________ CUSIP 059165 ______ FIRST REFUNDING MORTGAGE BOND (SEE REVERSE FOR KEY TO ABBREVIATIONS) For value received, Baltimore Gas and Electric Company, hereinafter called the "Company," promises to pay to ____________________________________ or registered assigns, ______________________ DOLLARS at the principal office of Bankers Trust Company ("Trustee") (or its successor in trust), in the Borough of Manhattan, in The City of New York, or at such other institutions as designated by the Company, at the holder's option, on the ______ day of _____ in the year __________, and to pay interest thereon from _____________________, (or from the date to which interest has been paid on bonds of this Series), at the rate of [State index] [plus/minus] _____ per cent. during the initial interest period, as calculated and reset in the manner and at the times as described on the reverse hereof, payable, at said offices, or at the option of the Company by check mailed to the registered address of the person entitled thereto, ______________, on the ________ days of [________, ________,] ________ and ______ in each year to the person in whose name this bond is registered, subject to certain exceptions as set forth in the Mortgage hereinafter mentioned, on the ______ day of the preceding calendar month, both said principal sum and interest to be paid in lawful money of the United States of America which shall be legal tender at the time such payment becomes due. On each Annual Remarketing Date (as defined herein), as described in the remarketing procedures on the reverse hereof, the remarketing agent will determine a new base rate (either LIBOR or the Federal Funds Rate) plus or minus a spread (together, the "Applicable Interest Rate") and the interest reset and payment frequency (daily, weekly, monthly, quarterly, semi- annually, or annually), to be applicable for each subsequent interest period. This bond shall not become obligatory for any purpose until it shall have been authenticated by the execution of the certificate, hereon endorsed, by said Trustee under the Mortgage hereinafter mentioned. The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. 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, this TRUSTEE'S CERTIFICATE THIS BOND IS ONE OF THE ISSUE OF BONDS OF THE SERIES DESIGNATED AS REMARKETED FLOATING RATE SERIES DUE ______________ IN THE SUPPLEMENTAL INDENTURE, DATED AS OF _____________ , TO THE MORTGAGE. BANKERS TRUST COMPANY, TRUSTEE, BY: _______________________________ AUTHORIZED OFFICER Baltimore Gas and Electric Company, ATTEST: BY: ______________________________ _______________________________ SECRETARY PRESIDENT (Form of Reverse of Remarketed Floating Rate Bond) BALTIMORE GAS AND ELECTRIC COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND REMARKETED FLOATING RATE SERIES DUE ________ FIRST REFUNDING MORTGAGE BOND (CONTINUED) This bond is one of an issue of bonds, known as First Refunding Mortgage Sinking Fund Bonds or as First Refunding Mortgage Bonds, as the case may be, issued and to be issued, under and subject to, and equally secured by, an indenture of mortgage or deed of trust dated the first day of February, 1919, as subsequently supplemented, amended and restated (herein together called the "Mortgage"), executed by the Company to Bankers Trust Company, as Trustee, to which Mortgage reference is made for a description of the property mortgaged, the nature and extent of the security, the rights of the holders of said bonds under the same, and the terms and conditions upon which said bonds are issued and secured. This bond is one of a series, designated as Remarketed Floating Rate Series due __________________ First Refunding Mortgage Bonds (hereinafter called "bonds of the Designated Series" or "Remarketed New Bonds"), of said issue of bonds. Bonds of the Designated Series are issued and to be issued only as registered bonds in denominations of one thousand dollars and multiples thereof, and in other respects shall be all of like tenor (including date of maturity, but not including dates of bonds). [Interest on the Remarketed New Bonds shall accrue from and include (the "Issue Date"), and shall initially be payable quarterly in arrears on each _________, __________, , and (the "Maturity Date") (each, an "Interest Payment Date"). The interest rate on each Remarketed New Bond for the initial interest period will be LIBOR (as defined herein), with an Index Maturity of three months, plus a spread of _____% per annum. The initial interest period will be from and including the Issue Date to but excluding (the "Initial Interest Period"). The interest rate on the Remarketed New Bonds during the Initial Interest Period will reset quarterly on _________, _______, _________, and __________ as described below. For each Interest Period thereafter (which is the annual period from and including to but excluding the following in each year following the Initial Interest Period), the interest rate on each Remarketed New Bond will be LIBOR or the Federal Funds Rate (each a "Base Rate"), plus or minus the applicable Spread (as defined herein) for such Remarketed New Bond that is determined in accordance with the Remarketing Procedures described herein. Each Remarketed New Bond will bear interest from its Issue Date, pursuant to the interest rate formula determined in accordance with the Remarketing Procedures, until the principal thereof is paid or duly made available for payment. Interest payments on Remarketed New Bonds will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment (from and including the Issue Date, if no interest has been paid or duly made available for payment) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Payment Period"). Each Remarketed New Bond will bear interest at the rate determined by reference to the applicable Base Rate plus or minus the applicable Spread. The "Spread" is the number of basis points to be added to or subtracted from the related Base Rate applicable to such Remarketed New Bond. The "Index Maturity" is the period to maturity of the instrument or obligation with respect to which the related Base Rate will be calculated. The interest rate with respect to each Base Rate will be determined in accordance with the applicable provisions below. The interest rate in effect on each day shall be (i) if such day is an Interest Reset Date (as defined herein), the interest rate determined as of the Interest Determination Date (as defined herein) immediately preceding such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date. Interest on Remarketed New Bonds will be determined by reference to the applicable Base Rate, which will, as described below, be either (i) the Federal Funds Rate, or (ii) LIBOR. As specified in the Remarketing Procedures described herein, the remarketing agent will specify whether the rate of interest for a subsequent Interest Period will be reset daily, weekly, monthly, quarterly, semi-annually or annually (each, an "Interest Reset Date") on a date set by the remarketing agent. If any Interest Reset Date for any Remarketed New Bond would otherwise be a day that is not a business day, such Interest Reset Date will be postponed to the next succeeding business day, except that in the case of a Remarketed New Bond as to which LIBOR is the Base Rate and such business day falls in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding business day. The interest rate applicable to each Interest Reset Date will be the rate determined as of the applicable Interest Determination Date on or prior to the Calculation Date (as hereinafter defined). Unless otherwise specified by the remarketing agent during the Base Rate and Spread Adjustment Period (as hearinafter defined), the "Interest Determination Date" with respect to the Federal Funds Rate will be the business day immediately preceding the applicable Interest Reset Date; and the "Interest Determination Date" with respect to LIBOR will be the second London business day immediately preceding the applicable Interest Reset Date. The interest rate on the Remarketed New Bonds will in no event be higher than the maximum rate permitted by applicable law. The Interest Payment Date for the applicable Interest Period will be specified in accordance with the Remarketing Procedures. If any Interest Payment Date other than the Maturity Date for any Remarketed New Bond would otherwise be a day that is not a business day, such Interest Payment Date will be postponed to the next succeeding business day, except that in the case of a Remarketed New Bond as to which LIBOR is an applicable Base Rate and such business day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding business day. If the Maturity Date of a Remarketed New Bond falls on a day that is not a business day, the required payment of principal and interest will be made on the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding business day. All percentages resulting from any calculation on Remarketed New Bonds will be rounded 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) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation on Remarketed New Bonds will be rounded to the nearest cent. With respect to each Remarketed New Bond, accrued interest is calculated by multiplying its principal amount by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the applicable Interest Payment Period. The interest factor for each such day will be computed by dividing the interest rate applicable to such day by 360. Bankers Trust Company has been appointed the "Calculation Agent." Upon request of the holder of any Remarketed New Bond, the Calculation Agent will disclose the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to such Remarketed New Bond. The "Calculation Date," if applicable, pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if such day is not a business day, the next succeeding business day or (ii) the business day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be. The Calculation Agent shall determine each Base Rate in accordance with the following provisions: Federal Funds Rate. "Federal Funds Rate" means, with respect to any Interest Determination Date relating to a Remarketed New Bond for which the interest rate is determined with reference to the Federal Funds Rate (a "Federal Funds Rate Interest Determination Date"), the rate on such date for United States dollar federal funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not published by 3:00 p.m., New York time, on the related Calculation Date, the rate on such Federal Funds Rate Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate is not published in either H.15(519) or Composite Quotations by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of federal funds transactions in The City of New York (which may include the Calculation Agent or its affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date. LIBOR. "LIBOR" means the rate determined in accordance with the following provisions: (i) With respect to any Interest Determination Date relating to a Remarketed New Bond for which the interest rate is determined with reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be the rate for deposits in U.S. dollars having the applicable Index Maturity, commencing on such Interest Reset Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If no such rate appears, as applicable, LIBOR on such LIBOR Interest Determination Date will be determined in accordance with the provisions described in clause (ii) below. (ii) With respect to a LIBOR Interest Determination Date on which no rate appears on Telerate Page 3750 as specified in clause (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of the applicable Index Maturity, commencing on the applicable Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on such LIBOR Interest Determination Date by three major banks selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having the applicable Index Maturity and in a principal amount that is representative for a single transaction in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date will be LIBOR in effect on such LIBOR Interest Determination Date. "Telerate Page 3750" means the display on the Dow Jones Telerate Service designated as Page 3750 (or any successor service) for the purpose of displaying the London interbank rates of major banks for U.S. dollar deposits. REMARKETING PROVISIONS The Remarketed New Bonds will be remarketed annually until maturity or redemption on of each year beginning (the "Annual Remarketing Date") in accordance with the following remarketing procedures (the "Remarketing Procedures"). Each remarketing will take place over a 45-day period consisting of a Base Rate and Spread Adjustment Period (30-45 calendar days prior to each Annual Remarketing Date), Tender Period (15-30 calendar days prior to each Annual Remarketing Date) and a Remarketing Period (10-15 calendar days prior to each Annual Remarketing Date). Base Rate and Spread Adjustment Period During the Base Rate and Spread Adjustment Period, the remarketing agent will, after canvassing the market and considering prevailing market conditions, establish the Base Rate and Spread (the "Applicable Interest Rate") and the reset and payment frequency for the subsequent Interest Period. By 10:00 a.m. on the 30th day prior to the Annual Remarketing Date (or if such day is not a business day in The City of New York and the City of Baltimore, the business day immediately preceding such day), the remarketing agent shall deliver to the Trustee and the Company an officer's certificate establishing the Applicable Interest Rate, Interest Payment Dates, Interest Reset Dates and other relevant terms for such subsequent Interest Period. If the remarketing agent fails to deliver timely such officer's certificate, the Applicable Interest Rate in effect for the subsequent Interest Period will be that in effect during the immediately preceding Interest Period. Tender Period During the Tender Period, the recordholder of such Remarketed New Bonds must notify the remarketing agent of its election either (i) to tender some or all of the principal amount thereof or (ii) to hold some or all of the principal amount of such Remarketed New Bonds for the next Interest Period, provided that such election may be made only with respect to a principal amount of $1,000 or a greater integral multiple thereof. Recordholders who fail to elect to tender some or all of the principal amount of their Remarketed New Bonds or fail to elect to hold such principal amount for a new Interest Period shall, if a remarketing has occurred, be deemed to have elected to continue to hold all of such untendered principal amount for the succeeding Interest Period and the interest rate thereon will automatically be reset to the new Applicable Interest Rate. ANY NOTICE GIVEN TO THE REMARKETING AGENT TO TENDER, HOLD, OR PURCHASE REMARKETED NEW BONDS IS IRREVOCABLE. Remarketing Period During the Remarketing Period, the remarketing agent will attempt, on a best efforts basis, to remarket the tendered Remarketed New Bonds at a price of 100% of the aggregate principal amount so tendered. There is no assurance that the remarketing agent will be able to remarket the entire principal amount of Remarketed New Bonds tendered in a remarketing. In the event that the remarketing agent is unable to remarket some or all of the tendered Remarketed New Bonds and opts not to purchase the tendered Remarketed New Bonds, the Company will unconditionally repurchase and retire the remaining unsold tendered Remarketed New Bonds at a price of 100% of the principal amount, plus accrued interest, if any, to the Annual Remarketing Date.] Upon thirty days' notice in the manner and with the effect set forth in said Mortgage, bonds of the Designated Series at any time outstanding shall be redeemable prior to maturity, as a whole or in part, at the option of the Company, on any Annual Remarketing Date each at 100% of principal amount if redeemed otherwise than by operation of the Sinking Fund, and, at any time after July 31, _______, by operation of the Sinking Fund provisions of the Mortgage, at 100% of principal amount together, in each case, with accrued interest to the date of redemption. Bonds of the Designated Series are entitled to the benefit of the Sinking Fund created by the Company by its payment to the Trustee annually, at the end of each period of one year, accounting from August first, of a sum equal to one per cent. of the largest principal amount of bonds, of all series, outstanding at any time during such yearly period, to be applied to the retirement of bonds, by purchase or redemption, such bonds to be selected by the Trustee, in its discretion, from any one or more series of bonds as provided in said Mortgage. In case of certain defaults specified in said Mortgage, the principal of all bonds of the Designated Series may be declared due and become payable, in the manner, with the effect and subject to the conditions provided in said Mortgage. This bond is transferable by the registered holder hereof, in person or by his attorney, duly authorized, on the books of the Company at said office in the Borough of Manhattan, in The City of New York, or at such other institutions as designated by the Company, upon surrender and cancellation of this bond; and upon any such transfer a new bond will be issued to the transferee in exchange herefor, without charge other than a sum sufficient to reimburse the Company for any applicable tax or other governmental charge connected therewith. [The Company shall not be required to transfer this bond if theretofore designated for redemption or during a period of fifteen days preceding the mailing of notice of a partial redemption of bonds of the Designated Series.] As provided in the Mortgage, bonds of the Designated Series may be exchanged for a like aggregate principal amount of bonds of the Designated Series of other denominations. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ___ Custodian ____ TEN ENT - as tenants by the (Cust) (Minor) entireties under Uniform JT TEN - as joint tenants with Gifts to Minors right of survivorship Act and not as tenants in (State) common Additional abbreviations may also be used though not in the above list. (Form of assignment on Remarketed Floating Rate Bond) FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE the within bond issued by BALTIMORE GAS AND ELECTRIC COMPANY , and all rights thereunder, and hereby irrevocably constitutes and appoints _____________________________ Attorney to transfer said bond on the books of the Company with full power of substitution in the premises. Dated _______________________ _______________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS IT APPEARS UPON THE FACE OF THE WITHIN BOND IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER, AND BE GUARANTEED BY THE ENDORSER'S BANK OR BROKER. EX-4 4 FORM OF REMARKETING AGREEMENT Exhibit 4(e) FORM OF REMARKETING AGREEMENT This REMARKETING AGREEMENT, dated as of ____________, 1996 (the "Remarketing Agreement"), among Baltimore Gas and Electric Company having its principal office at 39 W. Lexington Street, Baltimore, Maryland 21201 (the "Company"); and _______________ having its principal office at___________________(the "Remarketing Agent"); and Bankers Trust Company, a New York Banking Corporation, as Trustee (the "Trustee") under the Mortgage dated as of February 1, 1919, as restated in a Supplemental Indenture dated as of June 20, 1995 (the "Mortgage"), having its principal place of business at Four Albany Street, New York, New York 10006. WHEREAS, the Company proposes to issue Remarketed Floating Rate Series due , First Refunding Mortgage Bonds (the "Remarketed Bonds") under the Mortgage; and NOW, THEREFORE, the Company, the Remarketing Agent, and the Trustee (together the "parties" and each a "party"), each intending to be legally bound, agree as follows: Section 1. Definitions. Capitalized terms used and not defined in the Remarketing Agreement (including Exhibit 4(e)-1) shall have the meanings assigned to them in the Mortgage. Section 2. Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints the Remarketing Agent, and the Remarketing Agent hereby accepts such appointment, as the exclusive remarketing agent for the purpose of (i) setting the Applicable Interest Rate on the Remarketed Bonds, (ii) using its best efforts to remarket the Remarketed Bonds from time to time on behalf of the Holders thereof, and (iii) performing such other duties as are assigned to the Remarketing Agent, all pursuant to the procedures set forth herein. (b) The Remarketing Agent agrees to (i) set the Applicable Interest Rate on the Remarketed Bonds in each remarketing after consulting with the Company's financial executives about the same, (ii) use its best efforts to remarket any tendered Remarketed Bonds in a regularly scheduled remarketing from time to time, and (iii) carry out such other duties as are assigned to the Remarketing Agent, all in accordance with the provisions hereof. (c) The Remarketing Agent shall not be obligated to set the Applicable Interest Rate on the Remarketed Bonds or to remarket tendered Remarketed Bonds at any time that any of the conditions as set forth in Section 7 hereof shall not have been met to the reasonable satisfaction of the Remarketing Agent. Section 3. Remarketing Procedures. The parties agree to the initial remarketing procedures attached as Exhibit 4(e)-1 to the Remarketing Agreement. The Remarketing Agent may, with the consent of the Company, modify the Remarketing Procedures in the manner set forth herein to provide for the continued remarketing of the Remarketed Bonds so long as any such modification does not materially and adversely affect the Holders. If the modification affects the Trustee or the Trustee's rights or obligations under this Remarketing Agreement, then the Trustee's consent will also be required for such modifications. The procedures specified in Exhibit 4(e)-1, together with any modifications adopted in accordance with this Section 3, are referred to as the "Remarketing Procedures" herein. Section 4. Fees and Expenses. (a) For the performance of its services as Remarketing Agent, the Company shall pay to the Remarketing Agent an annual fee of ______. (b) The Remarketing Agent may pay to selected broker- dealers a pro rata portion of the fee described above in clause (a), reflecting Remarketed Bonds sold through such dealers in remarketings. Section 5. Resignation and Removal of the Remarketing Agent. (a) The Remarketing Agent may resign and be discharged from its duties and obligations hereunder by giving 60 days' prior written notice to the Company and the Trustee; provided, however, that such resignation shall not become effective until the Company shall have appointed a successor remarketing agent and such successor remarketing agent, which shall be a nationally recognized broker-dealer, shall have entered into a remarketing agreement with the Company and the Trustee in which it shall have agreed to conduct remarketings in accordance with the terms and conditions of the Remarketing Agreement. In such case, the Company will use its best efforts to appoint a successor remarketing agent, and the Company and the Trustee will use their best efforts to enter into such a remarketing agreement as soon as reasonably practicable. (b) The Company may remove the Remarketing Agent by giving at least 60 days' prior written notice to the Remarketing Agent and the Trustee; provided, however, that such removal shall not become effective until the Company shall have appointed a successor remarketing agent in accordance with the Remarketing Agreement and such successor remarketing agent, which shall be a nationally recognized broker-dealer, shall have entered into a remarketing agreement with the Company and the Trustee in which it shall have agreed to conduct remarketings in accordance with the terms and conditions of the Remarketing Agreement. Section 6. Dealing in the Bonds; Repurchase of Remarketing Agent's Bonds. The Remarketing Agent, when acting as remarketing agent or in its individual capacity, may to the extent permitted by law, buy, sell, hold and deal in any of the Remarketed Bonds, 2 including purchases for its own account of tendered Remarketed Bonds. Notwithstanding the foregoing, the Remarketing Agent is not obligated to purchase any Remarketed Bonds that would otherwise remain unsold in a remarketing. If the Remarketing Agent owns any Remarketed Bonds immediately prior to a remarketing and if the entire principal amount of Remarketed Bonds tendered for sale by other Holders has been sold in such remarketing, then the Remarketing Agent may sell such principal amount of its Remarketed Bonds in such remarketing as there are outstanding orders to purchase which have not been filled by Remarketed Bonds tendered for sale by Holders (other than the Remarketing Agent). The Remarketing Agent may exercise any vote or join in any action which any Holders of Remarketed Bonds may be entitled to exercise or take pursuant to the Mortgage with like effect as if it did not act in the capacity of Remarketing Agent hereunder. The Remarketing Agent in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Company and the Trustee as freely as if it did not act in any capacity hereunder (subject to any obligations under applicable law concerning conflict of interest or self dealing or similar matters). Section 7. Information. (a) The Company agrees to furnish to the Remarketing Agent copies of its Reports on Forms 10-K, 10- Q, and 8-K within fifteen Business Days of the date on which such document is filed with the Securities and Exchange Commission. (b) The Company will use its best efforts to obtain and keep in effect the qualification of the Remarketed Bonds for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Remarketing Agent designates and will continue such qualifications in effect so long as required in connection with remarketing the Remarketed Bonds and will pay all expenses in connection therewith, 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 and the Company will pay all costs and expenses in accordance therewith up to $5,000 per year. During anytime when a prospectus relating to the Remarketed Bonds is required to be delivered under the Securities Act of 1933 (the "Act"), the Company will (i) amend or supplement such prospectus so that it will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein, (ii) advise the Remarketing Agent of any downgrading in any rating of the Remarketed Bonds by any rating agency of national standing which the Company has retained to rate its First Refunding Mortgage Bonds; and (iii) supply such information and documentation concerning the Company as the Remarketing Agent or the Trustee may reasonably request. 3 (c) The Company will provide to the Remarketing Agent as soon as available after filing and in such quantities as the Remarketing Agent reasonably requests (i) the Registration Statement relating to the Remarketed Bonds as originally filed (the "Registration Statement") and all pre-effective and post- effective amendments thereto as originally filed (at least one of which will include all exhibits except those incorporated by reference to previous filings with the Commission); (ii) each prospectus relating to the Remarketed Bonds; and (iii) during the time when a prospectus relating to the Remarketed Bonds 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 Remarketed Bonds). The Company will provide one copy of each such document to the Trustee. Section 8. Conditions to the Obligations of the Remarketing Agent; Termination. The obligations of the Remarketing Agent under the Remarketing Agreement have been undertaken in reliance on, and shall be subject to (i) the due performance by the Company of its obligations and agreements as set forth in the Remarketing Agreement, and (ii) the further condition that none of the following events has occurred (a) an Event of Default under the Mortgage shall have occurred and be continuing, or (b) the Remarketing Agreement is terminated in accordance with its terms. Section 9. Indemnification and Contribution. (a) The Company will indemnify and hold harmless the Remarketing Agent and each person if any, who controls the Remarketing Agent within the meaning of the Act or the Securities Exchange Act of 1934 (the "Exchange Act") against any losses, claims, damages or liabilities, joint or several, to which such the Remarketing 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 the Remarketing Agent and each such controlling person for any legal or other expenses reasonably incurred by the Remarketing 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 the Remarketing 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 the Remarketing Agent or such controlling person specifically for use therein 4 unless such loss, claim, damage or liability arises out of the remarketing of Remarketed Bonds occuring after the Remarketing 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) The Remarketing 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 the Remarketing 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 the Remarketing 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 remarketing of Remarketed Bonds occurring after the Remarketing 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 the Remarketing 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 5 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 remarketing of the Remarketed Bonds, 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 Remarketing Agent 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 Remarketing Agent and such controlling persons were treated as one entity for such purpose). 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. Section 10. Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Remarketing Agreement and the Remarketed Bonds. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it which purports to conform to the requirements of the Remarketing Agreement, the Mortgage, or the Remarketed Bonds as to the truth of the statements expressed in any thereof. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall not incur any liability to the Company, the Trustee or to any Holder of Remarketed Bonds in its individual capacity or as Remarketing Agent for any action or failure to act in connection with a remarketing or otherwise, except as a result of its negligence or willful misconduct. 6 Section 11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE. Section 12. Term of Agreement. Unless otherwise terminated in accordance with the provisions hereof, the Remarketing Agreement shall remain in full force and effect from the date hereof until the first day thereafter on which no Remarketed Bonds are outstanding. Regardless of any termination of the Remarketing Agreement pursuant to any of the provisions hereof, the obligations of the parties pursuant to Section 9 hereof shall remain operative and in full force and effect. Section 13. Successors and Assigns. The rights and obligations of the Company hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent and the Trustee, provided that no such consent shall be required for the assignment of the Company's rights and obligations by operation of law to Constellation Energy Corporation upon the merger of the Company into Constellation Energy Corporation. The rights and obligations of the Remarketing Agent hereunder may not be assigned or delegated to any other person without the prior written consent of the Company and the Trustee. The rights and obligations of the Trustee hereunder may not be assigned or delegated to any other person without the prior written consent of the Company and the Remarketing Agent. The Remarketing Agreement shall inure to the benefit of and be binding upon the Company, the Trustee, the Remarketing Agent and their respective successors and assigns, and will not confer any benefit upon any other person or entity. The terms "successors" and "assigns" shall not include any purchaser of any of the Remarketed Bonds merely because of such purchase. Section 14. Headings. Section headings have been inserted in the Remarketing Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of the Remarketing Agreement and will not be used in the interpretation of any provisions of the Remarketing Agreement. Section 15. Severability. If any provision of the Remarketing Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provisions of any constitution, statute, rule or public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or provisions of the Remarketing Agreement invalid, inoperative or unenforceable to any extent whatsoever. 7 Section 16. Counterparts. The Remarketing Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Section 17. Remarketing Agent Not Acting as Underwriter. It is understood and agreed by all parties hereto that the only obligations of the Remarketing Agent hereunder are as set forth in the Remarketing Agreement. When engaged in remarketing any tendered Remarketed Bonds, the Remarketing Agent shall act only as agent for and on behalf of each Holder of the Remarketed Bonds so tendered. The Remarketing Agent shall not act as, or be considered to be acting as, an underwriter for such tendered Remarketed Bonds. The Remarketing Agent shall not in any way be obligated to advance its own funds to purchase any tendered Remarketed Bonds (except in its respective individual capacity as purchaser of those Remarketed Bonds it shall elect to purchase, in its sole discretion and except as provided in the Purchase Agreement relating to the initial issuance of the Remarketed Bonds) or to otherwise expend or risk its own funds or incur or become exposed to financial liability in the performance of its duties hereunder. Section 18. Entire Agreement; Amendments. The Remarketing Agreement (including Exhibit 4(e)-1) contains the entire agreement of the parties as to the subject matter hereof. The Remarketing Agreement may be amended by any instrument in writing signed by all of the parties hereto, but no amendment may be adopted that is inconsistent with the Mortgage in effect as of the date of any such amendment. Section 19. Notices. Unless otherwise specified, any notices, requests, consents or other communications given or made hereunder or pursuant hereto shall be made in writing and shall be deemed to have been validly given or made when delivered by courier (including Federal Express) or by facsimile, addressed as follows: If to the Remarketing Agent: _______________________________ _______________________________ _______________________________ Attn:___________________________ Phone:_________________________ Facsimile:_______________________ If to Trustee: Bankers Trust Company Four Albany Street New York, New York 10006 Attn: Manager, Public Utilities Group Phone: (212) 250-6826 Facsimile: (212) 250-6725 8 If to the Company: Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 Attn: Treasurer Phone: (410) 234-7245 Facsimile: (410) 234-5367 IN WITNESS WHEREOF, each of the Company, the Trustee and ________________ has caused the Remarketing Agreement to be executed in its name and on its behalf by one of its duly authorized officers as of the date first above written. BALTIMORE GAS AND ELECTRIC COMPANY By: ___________________________ Title: ________________________ [REMARKETING AGENT] By: ___________________________ Title: ________________________ BANKERS TRUST COMPANY, TRUSTEE By: ___________________________ Title: ________________________ 9 Exhibit 4(e)-1 REMARKETING PROCEDURES [The Remarketed Bonds will be remarketed annually until maturity or redemption on [DATE] of each year beginning ________________ (the "Annual Remarketing Date") in accordance with the following remarketing procedures (the "Remarketing Procedures"). Each remarketing will take place over a 45-day period consisting of a Base Rate and Spread Adjustment Period (30- 45 calendar days prior to each Annual Remarketing Date), Tender Period (15-30 calendar days prior to each Annual Remarketing Date) and a Remarketing Period (10-15 calendar days prior to each Annual Remarketing Date). Base Rate and Spread Adjustment Period: During the Base Rate and Spread Adjustment Period, the Remarketing Agent will, after canvassing the market and considering prevailing market conditions, establish the Base Rate and Spread (the "Applicable Interest Rate") and the reset and payment frequency for the subsequent Interest Period. By 10:00 a.m. on the 30th day prior to the Annual Remarketing Date (or if such day is not a business day in The City of New York and the City of Baltimore, the business day immediately preceding such day), the Remarketing Agent shall deliver to the Trustee and the Company an officer's certificate establishing the Applicable Interest Rate, Interest Payment Dates, Interest Reset Dates and other relevant terms for such subsequent Interest Period. If the Remarketing Agent fails to deliver timely such officer's certificate, the Applicable Interest Rate in effect for the subsequent Interest Period will be that in effect during the immediately preceding Interest Period. Tender Period: During the Tender Period, the recordholder of such Remarketed Bonds must notify the Remarketing Agent of its election either (i) to tender some or all of the principal amount thereof or (ii) to hold some or all of the principal amount of such Remarketed Bonds for the next Interest Period, provided that such election may be made only with respect to a principal amount of $1,000 or a greater integral multiple thereof. Recordholders who fail to elect to tender some or all of the principal amount of their Remarketed Bonds or fail to elect to hold such principal amount for a new Interest Period shall, if a remarketing has occurred, be deemed to have elected to continue to hold all of such untendered principal amount for the succeeding Interest Period and the interest rate thereon will automatically be reset to the new Applicable Interest Rate. ANY NOTICE GIVEN TO THE REMARKETING AGENT TO TENDER, HOLD, OR PURCHASE REMARKETED BONDS IS IRREVOCABLE. 10 Remarketing Period: During the Remarketing Period, the Remarketing Agent will attempt, on a best efforts basis, to remarket the tendered Remarketed Bonds at a price of 100% of the aggregate principal amount so tendered. There is no assurance that the Remarketing Agent will be able to remarket the entire principal amount of Remarketed Bonds tendered in a remarketing. In the event that the Remarketing Agent is unable to remarket some or all of the tendered Remarketed Bonds and opts not to purchase the tendered Remarketed Bonds, the Company will unconditionally repurchase and retire the remaining unsold tendered Remarketed Bonds at a price of 100% of the principal amount, plus accrued interest, if any, to the Annual Remarketing Date.] [Additional procedures may be added to reflect the specific mechanics of the annual tender process included in the Remarketed Bonds.] 11 EX-23 5 CONSENT LETTER Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS _________ We consent to the incorporation by reference in this Post- Effective Amendment No. 2 to the Form S-3 Registration Statement (No. 33-50331) covering $250,000,000 principal amount of Baltimore Gas and Electric Company First Refunding Mortgage Bonds (the "Registration Statement") of our reports, dated January 19, 1996, on our audits of the consolidated financial statements and financial statement schedule included on Form 10-K, and our audits of the consolidated financial statements included on Form 8-K (dated February 5, 1996) of Baltimore Gas and Electric Company and Subsidiaries, as of December 31, 1995 and 1994 and for the three years ended December 31, 1995. We also consent to the reference to our firm under the caption "Experts" in this Registration Statement. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Baltimore, Maryland June 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----