10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2008

Commission File Number	Exact name of registrant as specified in its charter	IRS Employer Identification No.
1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611
1-1910	BALTIMORE GAS AND ELECTRIC COMPANY	52-0280210

MARYLAND
(State of Incorporation of both registrants)

100 CONSTELLATION WAY,                BALTIMORE, MARYLAND                21202
                                         (Address of principal executive offices)                (Zip Code)

410-470-2800

(Registrants' telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

         Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) have been subject to such filing requirements for the past 90 days. Yes ý        No o

         Indicate by check mark whether Constellation Energy Group, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

         Indicate by check mark whether Baltimore Gas and Electric Company is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller
reporting company) Smaller reporting company o

         Indicate by check mark whether Constellation Energy Group, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o        No ý

         Indicate by check mark whether Baltimore Gas and Electric Company is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o        No ý

Common Stock, without par value 178,331,875 shares outstanding
of Constellation Energy Group, Inc. on July 31, 2008.

         Baltimore Gas and Electric Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form in the reduced disclosure format.

TABLE OF CONTENTS

			Page
Part I—Financial Information
	Item 1—Financial Statements
		Constellation Energy Group, Inc. and Subsidiaries
		Consolidated Statements of Income	3
		Consolidated Statements of Comprehensive Income	3
		Consolidated Balance Sheets	4
		Consolidated Statements of Cash Flows	6
		Baltimore Gas and Electric Company and Subsidiaries
		Consolidated Statements of Income	7
		Consolidated Balance Sheets	8
		Consolidated Statements of Cash Flows	10
		Notes to Consolidated Financial Statements	11
	Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations
		Introduction and Overview	26
		Strategy	26
		Business Environment	27
		Events of 2008	27
		Results of Operations	29
		Financial Condition	43
		Capital Resources	45
	Item 3—Quantitative and Qualitative Disclosures About Market Risk		50
	Items 4 and 4(T)—Controls and Procedures		50
Part II—Other Information
	Item 1—Legal Proceedings		51
	Item 1A—Risk Factors		51
	Item 2—Issuer Purchases of Equity Securities		52
	Item 5—Other Information		53
	Item 6—Exhibits		54
	Signature		55

2

PART 1—FINANCIAL INFORMATION

Item 1—Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Constellation Energy Group, Inc. and Subsidiaries

		Three Months Ended June 30,						Six Months Ended June 30,
		2008			2007			2008			2007
		(In millions, except per share amounts)
Revenues
	Nonregulated revenues	$	4,445.3		$	4,172.9		$	8,157.2		$	8,366.7
	Regulated electric revenues		448.7			544.3			1,158.0			1,059.1
	Regulated gas revenues		183.1			159.1			574.1			561.6
	Total revenues		5,077.1			4,876.3			9,889.3			9,987.4
Expenses
	Fuel and purchased energy expenses		3,880.4			3,885.2			7,623.5			7,901.9
	Operating expenses		711.5			580.4			1,301.6			1,149.1
	Impairment losses and other costs		—			20.2			—			20.2
	Workforce reduction costs		—			2.3			—			2.3
	Depreciation, depletion, and amortization		141.9			142.8			290.2			275.2
	Accretion of asset retirement obligations		17.0			18.2			33.6			35.9
	Taxes other than income taxes		71.1			72.8			145.9			146.0
	Total expenses		4,821.9			4,721.9			9,394.8			9,530.6
Gains on Sales of Upstream Gas Assets			76.5			—			91.5			—
Income from Operations			331.7			154.4			586.0			456.8
Gains on Sale of CEP LLC Equity			—			12.9			—			12.9
Other Income, primarily interest income			15.1			45.2			57.4			87.6
Fixed Charges
	Interest expense		73.5			71.1			152.3			151.4
	Interest capitalized and allowance for borrowed funds used during construction		(8.6	)		(4.5	)		(15.7	)		(8.4	)
	BGE preference stock dividends		3.3			3.3			6.6			6.6
	Total fixed charges		68.2			69.9			143.2			149.6
Income from Continuing Operations Before Income Taxes			278.6			142.6			500.2			407.7
Income Tax Expense			107.1			26.3			183.0			94.1
Income from Continuing Operations			171.5			116.3			317.2			313.6
	Loss from discontinued operations, net of income taxes of $0.8		—			—			—			(1.6	)
Net Income		$	171.5		$	116.3		$	317.2		$	312.0
Earnings Applicable to Common Stock		$	171.5		$	116.3		$	317.2		$	312.0
Average Shares of Common Stock Outstanding—Basic			178.4			180.3			178.3			180.5
Average Shares of Common Stock Outstanding—Diluted			180.2			182.7			180.2			182.8
Earnings Per Common Share from Continuing Operations—Basic		$	0.96		$	0.65		$	1.78		$	1.74
	Loss from discontinued operations		—			—			—			(0.01	)
Earnings Per Common Share—Basic		$	0.96		$	0.65		$	1.78		$	1.73
Earnings Per Common Share from Continuing Operations—Diluted		$	0.95		$	0.64		$	1.76		$	1.72
	Loss from discontinued operations		—			—			—			(0.01	)
Earnings Per Common Share—Diluted		$	0.95		$	0.64		$	1.76		$	1.71
Dividends Declared Per Common Share		$	0.4775		$	0.435		$	0.955		$	0.87

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Constellation Energy Group, Inc. and Subsidiaries

				Three Months Ended June 30,						Six Months Ended June 30,
				2008			2007			2008			2007
				(In millions)
Net Income				$	171.5		$	116.3		$	317.2		$	312.0
	Other comprehensive income (loss) (OCI)
		Hedging instruments:
			Reclassification of net (gain) loss on hedging instruments from OCI to net income, net of taxes		(99.0	)		158.9			78.0			558.3
			Net unrealized gain (loss) on hedging instruments, net of taxes		511.8			(448.7	)		873.4			(138.4	)
		Available-for-sale securities:
			Reclassification of net loss (gain) on sales of securities from OCI to net income, net of taxes		1.9			(1.9	)		1.6			(2.8	)
			Net unrealized gain (loss) on securities, net of taxes		16.4			33.2			(28.7	)		13.7
		Defined benefit obligations:
			Amortization of net actuarial loss, prior service cost, and transition obligation included in net periodic benefit cost, net of taxes		5.4			6.2			10.5			12.5
		Net unrealized gain (loss) on foreign currency, net of taxes			2.1			2.8			(0.4	)		3.1
Comprehensive Income (Loss)				$	610.1		$	(133.2	)	$	1,251.6		$	758.4

See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

3

CONSOLIDATED BALANCE SHEETS

Constellation Energy Group, Inc. and Subsidiaries

			June 30, 2008*			December 31, 2007
			(In millions)
Assets
	Current Assets
		Cash and cash equivalents	$	1,230.7		$	1,095.9
		Accounts receivable (net of allowance for uncollectibles of $154.8 and $44.9, respectively)		5,356.1			4,289.5
		Fuel stocks		931.3			591.3
		Materials and supplies		213.4			207.5
		Derivative assets		3,714.7			760.6
		Unamortized energy contract assets		86.1			32.0
		Deferred income taxes		—			300.7
		Other		704.3			408.1
		Total current assets		12,236.6			7,685.6
Investments and Other Noncurrent Assets
		Nuclear decommissioning trust funds		1,315.0			1,330.8
		Other investments		507.5			542.2
		Regulatory assets (net)		532.4			576.2
		Goodwill		266.4			261.3
		Derivative assets		3,000.2			1,030.2
		Unamortized energy contract assets		170.8			178.3
		Other		386.0			370.6
		Total investments and other noncurrent assets		6,178.3			4,289.6
Property, Plant and Equipment
		Property, plant and equipment		14,993.4			14,138.2
		Nuclear fuel (net of amortization)		367.2			374.3
		Accumulated depreciation		(4,923.6	)		(4,745.4	)
		Net property, plant and equipment		10,437.0			9,767.1
	Total Assets		$	28,851.9		$	21,742.3

* Unaudited

See Notes to Consolidated Financial Statements.

Certain prior-period amounts have been reclassified to conform with the current period's presentation.

4

CONSOLIDATED BALANCE SHEETS

Constellation Energy Group, Inc. and Subsidiaries

			June 30, 2008*			December 31, 2007
			(In millions)
Liabilities and Equity
	Current Liabilities
		Short-term borrowings	$	145.7		$	14.0
		Current portion of long-term debt		144.4			380.6
		Accounts payable and accrued liabilities		3,638.4			2,630.1
		Customer deposits and collateral		492.1			146.6
		Derivative liabilities		3,349.6			1,134.3
		Unamortized energy contract liabilities		389.7			392.2
		Deferred income taxes		546.9			—
		Accrued expenses and other		805.2			956.0
		Total current liabilities		9,512.0			5,653.8
	Deferred Credits and Other Noncurrent Liabilities
		Deferred income taxes		1,349.5			1,588.5
		Asset retirement obligations		951.5			917.6
		Derivative liabilities		2,566.2			1,118.9
		Unamortized energy contract liabilities		1,090.2			1,218.6
		Defined benefit obligations		774.6			828.6
		Deferred investment tax credits		47.2			50.5
		Other		164.6			155.9
		Total deferred credits and other noncurrent liabilities		6,943.8			5,878.6
	Long-term Debt, net of current portion			5,734.9			4,660.5
	Minority Interests			20.1			19.2
	BGE Preference Stock Not Subject to Mandatory Redemption			190.0			190.0
	Common Shareholders' Equity
		Common stock		2,571.2			2,513.3
		Retained earnings		4,038.1			3,919.5
		Accumulated other comprehensive loss		(158.2	)		(1,092.6	)
		Total common shareholders' equity		6,451.1			5,340.2
	Commitments, Guarantees, and Contingencies (see Notes)
	Total Liabilities and Equity		$	28,851.9		$	21,742.3

* Unaudited

See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

5

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Constellation Energy Group, Inc. and Subsidiaries

Six Months Ended June 30,				2008			2007
				(In millions)
Cash Flows From Operating Activities
	Net income			$	317.2		$	312.0
	Adjustments to reconcile to net cash provided by operating activities
		Depreciation, depletion, and amortization			240.5			239.5
		Accretion of asset retirement obligations			33.6			35.9
		Deferred income taxes			39.2			60.2
		Investment tax credit adjustments			(3.2	)		(3.4	)
		Deferred fuel costs			19.7			(260.5	)
		Defined benefit obligation expense			55.5			73.1
		Defined benefit obligation payments			(100.3	)		(146.5	)
		Workforce reduction costs			—			2.3
		Impairment losses and other costs			—			20.2
		Gains on sale of CEP LLC equity			—			(12.9	)
		Gains on sale of assets			(99.2	)		—
		Gains on termination of contracts			(68.9	)		—
		Accrual of Maryland settlement agreement credit			188.2			—
		Equity in earnings of affiliates less than dividends received			7.4			33.4
		Derivative power sales contracts classified as financing activities under SFAS No. 149			0.5			(3.8	)
		Changes in
			Accounts receivable		(949.7	)		10.8
			Derivative assets and liabilities		(700.6	)		17.2
			Materials, supplies, and fuel stocks		(235.5	)		72.7
			Other current assets		(187.0	)		11.4
			Accounts payable and accrued liabilities		1,051.7			133.3
			Other current liabilities		905.0			(179.3	)
			Other		19.3			(5.5	)
	Net cash provided by operating activities				533.4			410.1
Cash Flows From Investing Activities
	Investments in property, plant and equipment				(869.5	)		(564.1	)
	Acquisitions, net of cash acquired				(312.4	)		(250.6	)
	Investments in nuclear decommissioning trust fund securities				(282.7	)		(352.7	)
	Proceeds from nuclear decommissioning trust fund securities				264.0			343.9
	Proceeds from sales of property, plant and equipment				217.0			4.7
	Contract and portfolio acquisitions				—			(474.2	)
	Increase in restricted funds				(196.9	)		(8.4	)
	Other				12.9			7.8
	Net cash used in investing activities				(1,167.6	)		(1,293.6	)
Cash Flows From Financing Activities
	Net issuance of short-term borrowings				103.7			—
	Proceeds from issuance of
		Common stock			8.3			39.2
		Long-term debt			1,100.0			643.2
	Repayment of long-term debt				(265.1	)		(731.7	)
	Debt issuance costs				(15.6	)		—
	Common stock dividends paid				(165.0	)		(147.6	)
	Reacquisition of common stock				—			(114.4	)
	Proceeds from contract and portfolio acquisitions				—			847.8
	Derivative power sales contracts classified as financing activities under SFAS No. 149				(0.5	)		3.8
	Other				3.2			22.1
	Net cash provided by financing activities				769.0			562.4
Net Increase (Decrease) in Cash and Cash Equivalents					134.8			(321.1	)
Cash and Cash Equivalents at Beginning of Period					1,095.9			2,289.1
Cash and Cash Equivalents at End of Period				$	1,230.7		$	1,968.0

See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

6

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Baltimore Gas and Electric Company and Subsidiaries

			Three Months Ended June 30,						Six Months Ended June 30,
			2008			2007			2008			2007
			(In millions)
Revenues
	Electric revenues		$	448.7		$	544.3		$	1,158.1		$	1,059.1
	Gas revenues			188.1			162.8			584.5			570.1
	Total revenues			636.8			707.1			1,742.6			1,629.2
Expenses
	Operating expenses
		Electricity purchased for resale		404.3			320.9			859.6			595.1
		Gas purchased for resale		127.7			102.9			397.7			387.0
		Operations and maintenance		136.8			131.3			270.4			254.4
	Depreciation and amortization			59.0			58.5			121.7			117.4
	Taxes other than income taxes			40.1			43.0			86.6			88.8
	Total expenses			767.9			656.6			1,736.0			1,442.7
(Loss) Income from Operations				(131.1	)		50.5			6.6			186.5
Other Income				6.4			5.4			14.4			10.0
Fixed Charges
	Interest expense			32.0			29.1			67.0			57.1
	Allowance for borrowed funds used during construction			(1.1	)		(0.7	)		(2.1	)		(1.1	)
	Total fixed charges			30.9			28.4			64.9			56.0
(Loss) Income Before Income Taxes				(155.6	)		27.5			(43.9	)		140.5
Income Taxes				(51.5	)		10.6			(16.1	)		54.3
Net (Loss) Income				(104.1	)		16.9			(27.8	)		86.2
Preference Stock Dividends				3.3			3.3			6.6			6.6
(Loss) Earnings Applicable to Common Stock			$	(107.4	)	$	13.6		$	(34.4	)	$	79.6

See Notes to Consolidated Financial Statements.

7

CONSOLIDATED BALANCE SHEETS

Baltimore Gas and Electric Company and Subsidiaries

				June 30, 2008*			December 31, 2007
				(In millions)
Assets
	Current Assets
		Cash and cash equivalents		$	14.9		$	17.6
		Accounts receivable (net of allowance for uncollectibles of $23.1 and $20.3, respectively)			309.8			316.7
		Accounts receivable, unbilled (net of allowance for uncollectibles of $0.8 and $0.8, respectively)			179.7			209.5
		Investment in cash pool, affiliated company			181.1			78.4
		Accounts receivable, affiliated companies			7.8			4.2
		Fuel stocks			96.1			98.8
		Materials and supplies			40.4			42.7
		Prepaid taxes other than income taxes			2.3			49.9
		Regulatory assets (net)			—			74.9
		Restricted cash			246.8			39.2
		Income taxes refundable			107.9			—
		Other			1.6			7.4
		Total current assets			1,188.4			939.3
	Investments and Other Assets
		Regulatory assets (net)			532.4			576.2
		Receivable, affiliated company			174.8			149.2
		Other			127.7			148.1
		Total investments and other assets			834.9			873.5
	Utility Plant
		Plant in service
			Electric		4,365.2			4,244.4
			Gas		1,202.0			1,181.7
			Common		457.2			456.1
			Total plant in service		6,024.4			5,882.2
		Accumulated depreciation			(2,135.9	)		(2,080.8	)
		Net plant in service			3,888.5			3,801.4
		Construction work in progress			214.7			166.4
		Plant held for future use			2.4			2.4
		Net utility plant			4,105.6			3,970.2
	Total Assets			$	6,128.9		$	5,783.0

* Unaudited
See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassified to conform with the current period's presentation.

8

CONSOLIDATED BALANCE SHEETS

Baltimore Gas and Electric Company and Subsidiaries

			June 30, 2008*			December 31, 2007
			(In millions)
Liabilities and Equity
	Current Liabilities
		Current portion of long-term debt	$	142.2		$	375.0
		Accounts payable and accrued liabilities		251.1			182.4
		Accounts payable and accrued liabilities, affiliated companies		300.8			164.5
		Customer deposits and collateral		185.9			70.5
		Current portion of deferred income taxes		43.3			44.1
		Accrued taxes		17.3			34.4
		Regulatory liabilities (net)		114.2			—
		Accrued expenses and other		75.7			96.3
		Total current liabilities		1,130.5			967.2
	Deferred Credits and Other Liabilities
		Deferred income taxes		810.2			785.6
		Payable, affiliated company		246.1			243.7
		Deferred investment tax credits		11.2			11.9
		Other		22.8			33.6
		Total deferred credits and other liabilities		1,090.3			1,074.8
	Long-term Debt
		Rate stabilization bonds		589.9			623.2
		First refunding mortgage bonds		—			119.7
		Other long-term debt		1,508.0			1,214.5
		6.20% deferrable interest subordinated debentures due October 15, 2043 to wholly owned BGE Capital Trust II relating to trust preferred securities		257.7			257.7
		Long-term debt of nonregulated businesses		25.0			25.0
		Unamortized discount and premium		(2.4	)		(2.6	)
		Current portion of long-term debt		(142.2	)		(375.0	)
		Total long-term debt		2,236.0			1,862.5
	Minority Interest			16.6			16.8
	Preference Stock Not Subject to Mandatory Redemption			190.0			190.0
	Common Shareholder's Equity
		Common stock		912.2			912.2
		Retained earnings		552.7			758.8
		Accumulated other comprehensive income		0.6			0.7
		Total common shareholder's equity		1,465.5			1,671.7
	Commitments, Guarantees, and Contingencies (see Notes)
	Total Liabilities and Equity		$	6,128.9		$	5,783.0

* Unaudited
See Notes to Consolidated Financial Statements.

9

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Baltimore Gas and Electric Company and Subsidiaries

Six Months Ended June 30,				2008			2007
				(In millions)
Cash Flows From Operating Activities
	Net (loss) income			$	(27.8	)	$	86.2
	Adjustments to reconcile to net cash provided by (used in) operating activities
		Depreciation and amortization			128.6			123.7
		Deferred income taxes			11.3			87.3
		Investment tax credit adjustments			(0.7	)		(0.8	)
		Deferred fuel costs			19.7			(260.5	)
		Defined benefit plan expenses			18.7			20.3
		Allowance for equity funds used during construction			(4.0	)		(2.1	)
		Accrual of Maryland settlement agreement credit			188.2			—
		Changes in
			Accounts receivable		36.7			(65.3	)
			Accounts receivable, affiliated companies		(3.6	)		0.3
			Materials, supplies, and fuel stocks		5.0			27.9
			Other current assets		(54.4	)		64.1
			Accounts payable and accrued liabilities		68.7			(27.9	)
			Accounts payable and accrued liabilities, affiliated companies		50.7			(8.5	)
			Other current liabilities		88.9			(29.5	)
			Long-term receivables and payables, affiliated companies		(42.0	)		(37.8	)
			Other		(15.1	)		(1.6	)
	Net cash provided by (used in) operating activities				468.9			(24.2	)
Cash Flows From Investing Activities
	Utility construction expenditures (excluding equity portion of allowance for funds used during construction)				(219.6	)		(175.5	)
	Change in cash pool at parent				(102.7	)		331.4
	Sales of investments and other assets				12.9			—
	Increase in restricted funds				(207.7	)		(3.1	)
	Net cash (used in) provided by investing activities				(517.1	)		152.8
Cash Flows From Financing Activities
	Proceeds from issuance of long-term debt				400.0			623.2
	Repayment of long-term debt				(259.5	)		(121.4	)
	Debt issuance costs				(2.4	)		—
	Preference stock dividends paid				(6.6	)		(6.6	)
	Distribution to parent				(86.0	)		—
	Net cash provided by financing activities				45.5			495.2
Net (Decrease) Increase in Cash and Cash Equivalents					(2.7	)		623.8
Cash and Cash Equivalents at Beginning of Period					17.6			10.9
Cash and Cash Equivalents at End of Period				$	14.9		$	634.7

See Notes to Consolidated Financial Statements.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Various factors can have a significant impact on our results for interim periods. This means that the results for this quarter are not necessarily indicative of future quarters or full year results given the seasonality of our business.

        Our interim financial statements on the previous pages reflect all adjustments that management believes are necessary for the fair statement of the results of operations for the interim periods presented. These adjustments are of a normal recurring nature.

Basis of Presentation

This Quarterly Report on Form 10-Q is a combined report of Constellation Energy Group, Inc. (Constellation Energy) and Baltimore Gas and Electric Company (BGE). References in this report to "we" and "our" are to Constellation Energy and its subsidiaries, collectively. References in this report to the "regulated business(es)" are to BGE.

Reclassifications

We have reclassified certain prior-period amounts:

•

Revenues for the quarter and six months ended June 30, 2007 were increased to reflect the reclassification of $56.1 million and $111.7 million, respectively, from fuel and purchased energy expenses to conform with the current presentation.

•

Derivative assets and liabilities as of December 31, 2007 reflect the adoption of Staff Position FIN 39-1, Amendment of FASB Interpretation No. 39, on January 1, 2008. We discuss the adoption of Staff Position FIN 39-1 in more detail on page 22.

•

We have separately presented "Restricted cash" that was previously reported within "Other current assets" on BGE's Consolidated Balance Sheet.

Variable Interest Entities

We have a significant interest in the following variable interest entities (VIE) for which we are not the primary beneficiary:

VIE	Nature of Involvement	Date of Involvement
Power projects	Equity investment and guarantees	Prior to 2003
Power contract monetization entities	Power sale agreements, loans, and guarantees	March 2005
Retail power supply	Power sale agreement	September 2006

        We discuss the nature of our involvement with the power contract monetization VIEs in detail in Note 4 to our 2007 Annual Report on Form 10-K.

        The following is summary information available as of June 30, 2008 about the VIEs in which we have a significant interest, but are not the primary beneficiary:

	Power Contract Monetization VIEs		All Other VIEs		Total
	(In millions)
Total assets	$	676.2	$	388.2	$	1,064.4
Total liabilities		532.9		215.1		748.0
Our ownership interest		—		46.8		46.8
Other ownership interests		143.3		126.3		269.6
Our maximum exposure to loss		51.6		210.9		262.5

        The maximum exposure to loss represents the loss that we would incur in the unlikely event that our interests in all of these entities were to become worthless and we were required to fund the full amount of all guarantees associated with these entities.

        Our maximum exposure to loss as of June 30, 2008 consists of the following:

•

outstanding receivables, loans and letters of credit totaling $213.7 million,

•

the carrying amount of our investments totaling $46.8 million, and

•

debt and performance guarantees totaling $2.0 million.

        We assess the risk of a loss equal to our maximum exposure to be remote.

Workforce Reduction Costs

We incurred costs related to workforce reduction efforts initiated in 2006 and 2007. We discuss these costs in more detail in Note 2 of our 2007 Annual Report on Form 10-K.

        We substantially completed both of these workforce reduction efforts in the first half of 2008.

Earnings Per Share

Basic earnings per common share (EPS) is computed by dividing earnings applicable to common stock by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

11

        Our dilutive common stock equivalent shares consist of stock options and other stock-based compensation awards. The following table presents stock options that were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the dilutive common stock equivalent shares:

	Quarter Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In millions)
Non-dilutive stock options		1.3		—		0.9		—
Dilutive common stock equivalent shares		1.8		2.4		1.9		2.3

Accretion of Asset Retirement Obligations

We discuss our asset retirement obligations in more detail in Note 1 of our 2007 Annual Report on Form 10-K. The change in our "Asset retirement obligations" liability during 2008 was as follows:

	(In millions)
Liability at January 1, 2008	$	917.6
Accretion expense		33.6
Liabilities incurred		0.8
Liabilities settled		(0.3	)
Revisions to cash flows		—
Other		(0.2	)
Liability at June 30, 2008	$	951.5

Acquisitions

Hillabee Energy Center

On February 14, 2008, we acquired the Hillabee Energy Center, a partially completed 774MW gas-fired combined cycle power generation facility located in Alabama for $156.9 million (including direct costs), which we accounted for as an asset acquisition. We allocated the purchase price primarily to the equipment with lesser amounts allocated to land and contracts acquired. We plan to complete the construction of this facility and expect it to be ready for commercial operation in early 2010.

West Valley Power Plant

On June 1, 2008, we acquired the West Valley Power Plant, a 200MW gas-fired peaking plant located in Utah for approximately $88.6 million (including direct costs). We accounted for this transaction as an asset acquisition and have included this plant's results of operations in our Generation operations of our merchant energy business segment since the date of acquisition. We allocated the purchase price primarily to the equipment with lesser amounts allocated to land and spare parts inventory.

Nufcor International Limited

On June 26, 2008, we acquired Nufcor International Limited (Nufcor). We include Nufcor as part of our Global Commodities operation in our merchant energy business segment and have included its results of operations in our consolidated financial statements since the date of acquisition. Nufcor is a uranium market participant that provides marketing services to uranium producers, utilities and an investment fund in the North American and European markets.

        We acquired 100% ownership of Nufcor for $105.9 million, including direct costs, of which $104.9 million was paid in cash at closing. As part of the purchase, we acquired $37.3 million in cash.

        The total consideration related to Nufcor was allocated to the net assets acquired as follows:

At June 26, 2008
	(In millions)
Cash	$	37.3
Fuel stocks		126.8
Other current assets		13.6
Total current assets		177.7
Goodwill1		5.1
Other assets		30.5
Total assets acquired		213.3
Short-term borrowings		(28.0	)
Unamortized energy contract liabilities		(15.8	)
Other current liabilities		(30.6	)
Total current liabilities		(74.4	)
Unamortized energy contract liabilities		(33.0	)
Total liabilities		(107.4	)
Net assets acquired	$	105.9

1 Not deductible for tax purposes.

        Our initial purchase price allocation is based on preliminary estimates and the purchase price is subject to adjustments, which could impact our purchase price allocation.

        The pro-forma impact of the Nufcor acquisition would not have been material to our results of operations for the quarter and six months ended June 30, 2008 and 2007.

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Asset Sales

Working Interests in Gas Producing Fields

On June 30, 2008, our merchant energy business sold a portion of its working interests in proved natural gas reserves and unproved properties in Arkansas for total proceeds of $145.4 million, which is subject to certain purchase price adjustments. Our merchant energy business recognized a $76.5 million pre-tax gain on this sale. The gain is included in "Gains on Sales of Upstream Gas Assets" line in our Consolidated Statements of Income.

        In addition, on March 31, 2008, we sold our working interest in oil and natural gas producing properties to Constellation Energy Partners LLC (CEP), a related party, and recognized a net gain of $14.3 million. We discuss this transaction in more detail on page 25.

Dry Bulk Vessel

On July 10, 2008, a shipping joint venture, in which our merchant energy business has a 50% ownership interest, sold one of the six freight ships it owns. This sale produced an approximate $29 million pre-tax gain for us. We will record the gain in the third quarter of 2008.

Emissions Allowances

On July 11, 2008, the United States Court of Appeals for the D. C. Circuit (the "Court") issued an opinion vacating the Clean Air Interstate Rule (CAIR), subject to a 45 day delay during which parties may petition for rehearing. If no petitions are filed during this period, the Court's decision will become effective at that time. CAIR required states in the eastern United States to reduce emissions of sulfur dioxide (SO₂) and established cap-and-trade programs for nitrogen oxides (NO_x) emissions.

        Following the Court's decision, the market prices for SO₂ and annual NO_x allowances decreased significantly. For example, as of July 31, 2008, the market price for current-year SO₂ allowances decreased approximately 60% since June 30, 2008.

        We account for our allowance inventory at the lower of cost or market, which includes consideration of our expected requirements for future generation of electricity. The weighted-average cost of our current-year SO₂ allowance inventory in excess of amounts needed to satisfy these requirements was greater than market at June 30. After giving consideration to the Court's decision and the subsequent decline in the market price of these allowances, we recorded a write-down of our SO₂ allowance inventory totaling $22.1 million pre-tax to reflect the June 30, 2008 market price. We did not record a write-down of our inventory of annual NO_x allowances as of June 30, 2008 because the market price of these allowances exceeded our weighted-average cost at that date.

        As a result of the substantial decrease in market prices after the Court's July 11, 2008 decision, we may be required to record an additional write-down of our excess SO₂ and annual NO_x allowance inventories during the third quarter of 2008 to reflect the lower market price levels following the Court's decision. Also, certain derivative contracts for the forward sale of annual NO_x allowances may be impaired if the Court decision is implemented in its current form. Based on market prices as of July 31, 2008, we estimate we would have to record a combined pre-tax loss for our excess SO₂ allowance inventory, annual NO_x allowance inventory, and certain derivative contracts for the forward sale of annual NOx allowances totaling approximately $85 million pre-tax. However, this additional loss would be offset by mark-to-market gains totaling approximately $38 million pre-tax on derivative contracts to forward sell SO₂ allowances which we currently expect will not be affected by the Court's decision. Taken together, these factors would result in a net pre-tax loss in the third quarter of 2008 totaling approximately $47 million pre-tax based on market prices as of July 31, 2008.

        The ultimate amount of any additional losses and any mark-to-market gains or losses to be recognized in the third quarter of 2008 will be determined based on actual market prices as of September 30, 2008, which could vary materially from current market price levels. At this time, we cannot predict if there will be any further judicial, regulatory or legislative developments that would result in some or all of the provisions of CAIR being preserved. If any of these developments were to occur prior to September 30, 2008, the market prices of SO₂ and annual NO_x allowances may recover and a further write-down of our inventory of allowances and contracts for the forward sale of annual NO_x allowances may be reduced or avoided. As a result, these developments could have a material impact on our financial results.

Information by Operating Segment

Our reportable operating segments are—Merchant Energy, Regulated Electric, and Regulated Gas:

•

Our merchant energy business is nonregulated and includes:

—

full requirements load-serving sales of energy and capacity to utilities, cooperatives, and commercial, industrial, and governmental customers,

—

structured transactions and risk management services for various customers (including hedging of output from generating facilities and fuel costs),

—

deployment of risk capital through portfolio management and trading activities,

13

—

gas retail energy products and services to commercial, industrial, and governmental customers,

—

fossil, nuclear, and interests in hydroelectric generating facilities and qualifying facilities, and power projects in the United States,

—

upstream (exploration and production) and downstream (transportation and storage) natural gas operations,

—

coal sourcing and logistics services and uranium marketing services for the variable or fixed supply needs of global customers, and

—

generation operations and maintenance.

•

Our regulated electric business purchases, transmits, distributes, and sells electricity in Central Maryland.

•

Our regulated gas business purchases, transports, and sells natural gas in Central Maryland.

        Our remaining nonregulated businesses:

•

design, construct, and operate renewable energy, heating, cooling, and cogeneration facilities for commercial, industrial, and governmental customers throughout North America,

•

provide home improvements, service electric and gas appliances, service heating, air conditioning, plumbing, electrical, and indoor air quality systems, and provide natural gas marketing to residential customers in Central Maryland, and

•

develop and deploy new nuclear plants in North America.

        Our Merchant Energy, Regulated Electric, and Regulated Gas reportable segments are strategic businesses based principally upon regulations, products, and services that require different technologies and marketing strategies. We evaluate the performance of these segments based on net income. We account for intersegment revenues using market prices. A summary of information by operating segment is shown in the table below.

	Reportable Segments
	Merchant Energy Business			Regulated Electric Business			Regulated Gas Business			Other Nonregulated Businesses			Eliminations			Consolidated
	(In millions)
For the three months ended June 30,
2008
Unaffiliated revenues	$	4,379.3		$	448.7		$	183.1		$	66.0		$	—		$	5,077.1
Intersegment revenues		221.8			—			5.0			0.1			(226.9	)		—
Total revenues		4,601.1			448.7			188.1			66.1			(226.9	)		5,077.1
Net income (loss)		279.7			(104.2	)		(3.1	)		(0.9	)		—			171.5
2007
Unaffiliated revenues	$	4,128.1		$	544.3		$	159.1		$	44.8		$	—		$	4,876.3
Intersegment revenues		267.7			—			3.7			—			(271.4	)		—
Total revenues		4,395.8			544.3			162.8			44.8			(271.4	)		4,876.3
Net income (loss)		102.2			19.4			(5.7	)		0.4			—			116.3
For the six months ended June 30,
2008
Unaffiliated revenues	$	8,032.1		$	1,158.0		$	574.1		$	125.1		$	—		$	9,889.3
Intersegment revenues		516.0			0.1			10.4			0.2			(526.7	)		—
Total revenues		8,548.1			1,158.1			584.5			125.3			(526.7	)		9,889.3
Net income (loss)		351.9			(70.5	)		36.3			(0.5	)		—			317.2
2007
Unaffiliated revenues	$	8,247.2		$	1,059.1		$	561.6		$	119.5		$	—		$	9,987.4
Intersegment revenues		590.6			—			8.5			—			(599.1	)		—
Total revenues		8,837.8			1,059.1			570.1			119.5			(599.1	)		9,987.4
Loss from discontinued operations		(1.6	)		—			—			—			—			(1.6	)
Net income		222.2			51.6			28.0			10.2			—			312.0

Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Total assets increased approximately $7.1 billion during 2008. Most of the increase relates to our Merchant Energy Business segment assets and is primarily due to the increase in derivative assets. We discuss this increase in more detail on page 23 of the Notes to the Consolidated Financial Statements.

14

Pension and Postretirement Benefits

We show the components of net periodic pension benefit cost in the following table:

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(In millions)
Components of net periodic pension benefit cost
Service cost	$	12.8		$	12.2		$	27.8		$	24.7
Interest cost		22.7			22.9			50.2			47.3
Expected return on plan assets		(25.0	)		(24.7	)		(55.9	)		(51.3	)
Recognized net actuarial loss		6.5			8.4			12.4			16.4
Amortization of prior service cost		2.6			1.3			5.5			2.6
Amount capitalized as construction cost		(2.1	)		(2.9	)		(4.8	)		(5.9	)
Net periodic pension benefit cost1	$	17.5		$	17.2		$	35.2		$	33.8

1 BGE's portion of our net periodic pension benefit cost, excluding amounts capitalized, was $4.2 million for the quarter ended June 30, 2008 and $5.1 million for the quarter ended June 30, 2007. BGE's portion of our net periodic pension benefit cost, excluding amounts capitalized, was $8.7 million for the six months ended June 30, 2008 and $10.3 million for the six months ended June 30, 2007.

        We show the components of net periodic postretirement benefit cost in the following table:

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(In millions)
Components of net periodic postretirement benefit cost
Service cost	$	1.9		$	1.8		$	3.6		$	3.5
Interest cost		7.2			7.1			13.9			13.3
Amortization of transition obligation		0.7			0.7			1.2			1.2
Recognized net actuarial loss		0.1			0.8			1.1			2.2
Amortization of prior service cost		(1.1	)		(1.1	)		(2.0	)		(1.9	)
Amount capitalized as construction cost		(1.9	)		(2.2	)		(4.0	)		(4.3	)
Net periodic postretirement benefit cost1	$	6.9		$	7.1		$	13.8		$	14.0

1 BGE's portion of our net periodic postretirement benefit cost, excluding amounts capitalized, was $4.0 million for the quarter ended June 30, 2008 and $4.2 million for the quarter ended June 30, 2007. BGE's portion of our net periodic postretirement benefit costs, excluding amounts capitalized, was $7.7 million for the six months ended June 30, 2008 and $8.2 million for the six months ended June 30, 2007.

        Our non-qualified pension plans and our postretirement benefit programs are not funded; however, we have trust assets securing certain executive pension benefits. We estimate that we will incur approximately $9 million in pension benefit payments for our non-qualified pension plans and approximately $32 million for retiree health and life insurance benefit payments during 2008. We contributed $76 million to our qualified pension plans in March 2008.

Financing Activities

Constellation Energy had bank lines of credit under facilities totaling $5.7 billion at June 30, 2008 for short-term financial needs. These facilities can issue letters of credit and/or cash borrowings up to approximately $5.7 billion. At June 30, 2008, we had $4.3 billion in letters of credit issued and at the end of July 2008 we estimate that we had $3.6 billion in letters of credit issued under these facilities. In addition, at June 30, 2008, we had $145.7 million in commercial paper outstanding and at the end of July 2008 we had approximately $630 million in commercial paper outstanding under these facilities.

        BGE had a $400.0 million five-year revolving credit facility expiring in 2011 at June 30, 2008. BGE can borrow directly from the banks, use the facility to allow commercial paper to be issued or issue letters of credit. As of June 30, 2008 and July 31, 2008, BGE had $1.1 million in letters of credit issued under this facility. In addition, at June 30, 2008 BGE had no commercial paper outstanding and at the end of July 2008 BGE had approximately $200 million in commercial paper outstanding.

        In June 2008, Constellation Energy closed on the following financing transactions:

•

Issued $250.0 million of Zero Coupon Senior Notes due June 2023. Interest, compounded semi-annually, will be paid at maturity or when redeemed. The yield on these notes based on the original maturity date of June 2023 is 6.96%. These notes include a put option, which allows the holder to sell the notes back to us on the put option dates at a price equal to the principal amount plus accrued interest. The put option dates commence in June 2010 and occur yearly at that time through maturity, except for 2012 and 2015. As a result of the put option feature, these notes will be classified as a current liability beginning in June 2009.

•

Issued $450.0 million of Series A Junior Subordinated Debentures at 8.625% due June 15, 2063, but which can be automatically extended to no later than June 15, 2068 at our discretion. Interest is payable quarterly in March, June, September, and December. However, we may choose at any time to defer interest payments on

15

these debentures for up to ten consecutive years. During this deferral period, interest will continue to accrue, compounded quarterly, and the deferred interest payments will accrue additional interest at a rate equal to the interest rate on these debentures.

        In connection with this offering, Constellation Energy executed a replacement capital covenant (RCC) for the benefit of holders of Constellation Energy's 7.60% Notes due April 1, 2032. Under the terms of the RCC, Constellation Energy may not redeem, purchase or defease any subordinated debentures on or before June 15, 2033, or, if the maturity date is extended, the date which is 30 years prior to the maturity date of the subordinated debentures (but not later than June 15, 2038), unless a specified amount of qualifying securities are issued to non-affiliates in a replacement offering during the 180 days prior to the redemption, purchase or defeasance date. Qualifying securities include those that have equity-like characteristics that are the same as, or more equity-like than, the applicable characteristics of the subordinated debentures at the time of redemption, purchase or defeasance.

        In June 2008, BGE issued $400.0 million of 6.125% Notes due July 1, 2013. Interest is payable semi-annually on January 1 and July 1, beginning January 1, 2009.

        All net proceeds from the issuances above will be used for general corporate purposes.

Maryland Settlement Agreement

In March 2008, Constellation Energy, BGE and a Constellation Energy affiliate entered into a settlement agreement with the State of Maryland, the Public Service Commission of Maryland (Maryland PSC) and certain State of Maryland officials to resolve pending litigation and to settle other prior legal, regulatory and legislative issues. On April 24, 2008, the Governor of Maryland signed enabling legislation, which became effective on June 1, 2008. Pursuant to the terms of the settlement agreement:

•

Each party acknowledged that the agreements adopted in 1999 relating to Maryland's electric restructuring law are final and binding and the Maryland PSC will close ongoing proceedings relating to the 1999 settlement.

•

BGE will provide its residential electric customers approximately $188 million in the form of a one-time $170 per customer rate credit by no later than December 31, 2008. We recorded the liability and related charge in the second quarter of 2008 as a current regulatory liability on our and BGE's Consolidated Balance Sheets and a reduction to "Electric revenues" on our and BGE's Consolidated Statements of Income. BGE expects to issue the credit to customers in the third quarter of 2008.

•

BGE customers will be relieved of the potential future liability for decommissioning Constellation Energy's Calvert Cliffs Unit 1 and Unit 2, scheduled to occur no earlier than 2034 and 2036, respectively, and will no longer be obligated to pay a total of $520 million, in 1993 dollars adjusted for inflation, pursuant to the 1999 Maryland PSC order regarding the deregulation of electric generation. BGE will continue to collect $18.7 million annually from all electric customers through 2016 for nuclear decommissioning at Calvert Cliffs and continue to rebate this amount to residential electric customers, as previously required by Senate Bill 1, which had been enacted in June 2006.

•

BGE resumed collection of the residential return portion of the Provider of Last Resort (POLR) administrative charge, which had been eliminated under Senate Bill 1, on June 1, 2008 and will continue collection through May 31, 2010 without having to rebate it to residential customers. This will total approximately $40 million over this period. This charge will be suspended from June 1, 2010 through December 31, 2016.

•

Any electric distribution base rate case filed by BGE will not result in increased distribution rates prior to October 2009, and any increase in electric distribution revenue awarded will be capped at 5% with certain exceptions. Any subsequent electric distribution base rate case may not be filed prior to August 1, 2010. The agreement does not govern or affect our ability to recover costs associated with gas rates, federally approved transmission rates and charges, electric riders, tax increases or increases associated with standard offer service power supply auctions.

•

Effective June 1, 2008, BGE implemented revised depreciation rates for regulatory and financial reporting purposes. The revised rates will reduce depreciation expense approximately $22—$24 million annually without impacting rates charged to customers.

•

Effective June 1, 2008, Maryland laws governing investments in companies that own and operate regulated gas and electric utilities were amended to make them less restrictive with respect to certain capital stock acquisition transactions.

•

Constellation Energy will elect two independent directors to the Board of Directors of BGE within six months from the execution of the settlement agreement.

16

Income Taxes

Total income taxes differ from the amount that would be computed by applying the statutory Federal income tax rate of 35% to book income before income taxes as follows:

		Quarter Ended June 30,						Six Months Ended June 30,
		2008			2007			2008			2007
		(In millions)
Income before income taxes (excluding BGE preference stock dividends)		$	281.9		$	145.9		$	506.8		$	414.3
Statutory federal income tax rate			35	%		35	%		35	%		35	%
Income taxes computed at statutory federal rate			98.7			51.1			177.4			145.0
(Decreases) increases in income taxes due to:
	Synthetic fuel tax credits flowed through to income		—			(42.9	)		—			(82.6	)
	Synthetic fuel tax credit phase-out		—			12.4			—			23.9
	Synthetic fuel tax credit true-up for prior period flowed through to income		—			—			(4.6	)		(7.9	)
	State income taxes, net of federal tax benefit		14.1			5.8			23.4			17.6
	Other		(5.7	)		(0.1	)		(13.2	)		(1.9	)
Total income taxes		$	107.1		$	26.3		$	183.0		$	94.1
Effective tax rate			38.0	%		18.0	%		36.1	%		22.7	%

        The increase in our effective tax rate for the quarter and six months ended June 30, 2008 compared to the quarter and six months ended June 30, 2007 is primarily due to the absence of synthetic fuel tax credits, which expired at December 31, 2007.

        BGE's effective tax rate was 33.1% and 36.7% for the quarter and six months ended June 30, 2008, respectively, compared to 38.5% and 38.7% for the quarter and six months ended June 30, 2007. This reflects the impact of estimated lower 2008 taxable income related to the Maryland settlement agreement, which increased the relative impact of favorable permanent tax adjustments on BGE's effective tax rate.

        State income taxes for the quarter and six months ended June 30, 2008 reflect the impact of an increase in the State of Maryland corporate tax rate from 7% to 8.25% effective January 1, 2008.

Unrecognized Tax Benefits

The following table summarizes the change in unrecognized tax benefits during 2008 and our total unrecognized tax benefits at June 30, 2008:

At June 30, 2008
	(In millions)
Total unrecognized tax benefits, January 1, 2008	$	114.5
Increases in tax positions related to the current year		12.1
Reductions in tax positions related to prior years		(9.5	)
Reductions in tax positions related to audit settlements		(21.5	)
Total unrecognized tax benefits, June 30, 20081	$	95.6

1 BGE's portion of our total unrecognized tax benefits at June 30, 2008 was $4.2 million.

        Increases in current year tax positions and reductions in prior year tax positions are primarily due to unrecognized tax benefits for repair and depreciation deductions measured at amounts consistent with prior IRS examination results and state income tax accruals.

        In April 2008, we received a closing agreement from the State of Hawaii regarding audit examinations for the tax years 2001-2003. Additionally, in June 2008, we received notice that the United States Congressional Joint Committee on Taxation had approved the results of the IRS examination of our federal consolidated income tax returns for the 2002-2004 tax years. We reduced our liability for unrecognized tax benefits at June 30, 2008 by $21.5 million to reflect the results of these audits. Substantially all of this reduction has been reclassified to current tax liabilities on our Consolidated Balance Sheets to reflect payments due to the tax authorities in connection with the audit results. The impact of the audit settlements on income tax expense was immaterial.

        Total unrecognized tax benefits as of June 30, 2008 of $95.6 million include outstanding state refund claims of approximately $49 million for which no tax benefit was recorded on our Consolidated Balance Sheets because refunds were not received and the claims do not meet the "more-likely-than-not" threshold.

        If the total amount of unrecognized tax benefits of $95.6 million were ultimately realized, our income tax expense would decrease by approximately $65 million. However, the $65 million includes state tax refund claims of approximately $49 million discussed above that have been disallowed by tax authorities and we believe that there is a remote likelihood of ultimately realizing any benefit from these refund claim amounts. These refund claims and other unrecognized state tax benefits of $2.7 million currently being reviewed by state tax authorities may be resolved by June 30, 2009. For this reason, we believe it is reasonably possible that reductions to our total unrecognized tax benefits in the range of $40 to $50 million may occur by June 30, 2009, but would not materially impact income tax expense.

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        Interest and penalties recorded in our Consolidated Statements of Income as tax expense relating to liabilities for unrecognized tax benefits were as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In millions)
Interest and penalties recorded as tax expense	$	0.7	$	1.7	$	1.7	$	2.4

        Accrued interest and penalties recognized in our Consolidated Balance Sheets were $12.5 million at June 30, 2008 and $16.8 million at December 31, 2007.

Taxes Other Than Income Taxes

BGE collects from certain customers franchise and other taxes that are levied by state or local governments on the sale or distribution of gas and electricity. We include these types of taxes in "Taxes other than income taxes" in our Consolidated Statements of Income. Some of these taxes are imposed on the customer and others are imposed on BGE. We account for the taxes imposed on the customer on a net basis, which means we do not recognize revenue and an offsetting tax expense for the taxes collected from customers. We account for the taxes imposed on BGE on a gross basis, which means we recognize revenue for the taxes collected from customers. Accordingly, we record the taxes accounted for on a gross basis as revenues in the accompanying Consolidated Statements of Income for BGE as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In millions)
Taxes other than income taxes included in revenues—BGE	$	14.3	$	17.8	$	35.2	$	38.5

Commitments, Guarantees, and Contingencies

We have made substantial commitments in connection with our merchant energy, regulated electric and gas, and other nonregulated businesses. These commitments relate to:

•

purchase of electric generating capacity and energy,

•

procurement and delivery of fuels,

•

the capacity and transmission and transportation rights for the physical delivery of energy to meet our obligations to our customers, and

•

long-term service agreements, capital for construction programs, freight operations, and other.

        Our merchant energy business enters into various long-term contracts for the procurement and delivery of fuels to supply our generating plant requirements. In most cases, our contracts contain provisions for price escalations, minimum purchase levels, and other financial commitments. These contracts expire in various years between 2008 and 2020. In addition, our merchant energy business enters into long-term contracts for the capacity and transmission rights for the delivery of energy to meet our physical obligations to our customers. These contracts expire in various years between 2008 and 2024.

        Our merchant energy business also has committed to long-term service agreements and other purchase commitments for our plants.

        Our regulated electric business enters into various long-term contracts for the procurement of electricity. These contracts expire during 2009 and 2010, representing 100% of our estimated requirements until May 2009, approximately 75% of our estimated requirements from June 2009 to September 2009, approximately 50% of our estimated requirements from October 2009 to May 2010, and approximately 25% of our estimated requirements from June 2010 to September 2010. The cost of power under these contracts is recoverable under the POLR agreement reached with the Maryland PSC.

        Our regulated gas business enters into various long-term contracts for the procurement, transportation, and storage of gas. Our regulated gas business has gas procurement, transportation and storage contracts that expire between 2008 and 2028. As discussed in Note 1 of our 2007 Annual Report on Form 10-K, our regulated gas business charges its customers for natural gas, and other associated costs, using gas adjustment clauses set by the Maryland PSC.

        Our other nonregulated businesses have committed to gas purchases, as well as to contribute additional capital for construction programs and joint ventures in which they have an interest.

        We have also committed to long-term service agreements and other obligations related to our information technology systems.

        At June 30, 2008, the total amount of commitments was $6,354.0 million. These commitments are primarily related to our merchant energy business.

Long-Term Power Sales Contracts

We enter into long-term power sales contracts in connection with our load-serving activities. We also enter into long-term power sales contracts associated with certain of our power plants. Our load-serving power sales contracts extend for terms through 2019 and provide for the sale of energy to electricity distribution utilities and certain retail customers. Our power sales contracts associated with power plants we own extend for terms into 2014 and provide for the sale of all or a portion of the actual output of certain of our power plants. Most long-term contracts were executed at pricing that approximated market rates, including profit margin, at the time of execution.

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Guarantees

Our guarantees generally do not represent incremental Constellation Energy obligations; rather they primarily represent parental guarantees of subsidiary obligations. The following table summarizes the maximum exposure based on the stated limit of our outstanding guarantees:

At June 30, 2008	Stated Limit
	(In millions)
Merchant energy guarantees	$	15,962.3
Nuclear guarantees		812.9
BGE guarantees		250.0
Other non-regulated guarantees		159.6
Power project guarantees		79.6
Total guarantees	$	17,264.4

        At June 30, 2008, Constellation Energy had a total of $17,264.4 million in guarantees outstanding related to loans, credit facilities, and contractual performance of certain of its subsidiaries as described below.

•

Constellation Energy guaranteed a face amount of $15,962.3 million on behalf of our subsidiaries for merchant energy activities in order to allow our subsidiaries the flexibility needed to conduct business with counterparties without having to post other forms of collateral. Our calculated fair value of obligations for commercial transactions covered by these guarantees was $4,950.1 million at June 30, 2008, which represents the total amount the parent company could be required to fund based on June 30, 2008 market prices. For those guarantees related to our derivative liabilities, the fair value of the obligation is recorded in our Consolidated Balance Sheets.

•

Constellation Energy guaranteed $812.9 million primarily on behalf of our nuclear generating facilities for nuclear insurance and credit support to ensure these plants have funds to meet expenses and obligations to safely operate and maintain the plants.

•

BGE guaranteed the Trust Preferred Securities of $250.0 million of BGE Capital Trust II.

•

Constellation Energy guaranteed two-thirds of certain debt of Safe Harbor Water Power Corporation, an unconsolidated investment. At June 30, 2008, Safe Harbor Water Power Corporation had outstanding debt of $65.0 million. The maximum amount of Constellation Energy's guarantee is $43.3 million.

•

Constellation Energy guaranteed $107.1 million on behalf of our other nonregulated businesses primarily for loans and performance bonds of which $25.0 million was recorded in our Consolidated Balance Sheets at June 30, 2008.

•

Our other nonregulated business guaranteed $9.2 million primarily for performance bonds.

•

Our merchant energy business guaranteed $79.6 million for loans, performance guarantees, and other payment obligations related to certain power projects in which we have an investment.

        We believe it is unlikely that we would be required to perform or incur any losses associated with guarantees of our subsidiaries' obligations.

Contingencies

Environmental Matters

Solid and Hazardous Waste

The Environmental Protection Agency (EPA) and several state agencies have notified us that we are considered a potentially responsible party with respect to the clean-up of certain environmentally contaminated sites. We cannot estimate the final clean-up costs for all of these sites, but the current estimated costs for, and current status of, each site is described in more detail below.

68th Street Dump

In 1999, the EPA proposed to add the 68th Street Dump in Baltimore, Maryland to the Superfund National Priorities List, which is its list of sites targeted for clean-up and enforcement, and sent a general notice letter to BGE and 19 other parties identifying them as potentially liable parties at the site. In March 2004, we and other potentially responsible parties formed the 68th Street Coalition and entered into consent order negotiations with the EPA to investigate clean-up options for the site under the Superfund Alternative Sites Program. In May 2006, a settlement among the EPA and 19 of the potentially responsible parties, including BGE, with respect to investigation of the site became effective. The settlement requires the potentially responsible parties, over the course of several years, to identify contamination at the site and recommend clean-up options. BGE is fully indemnified by a wholly-owned subsidiary of Constellation Energy for costs related to this settlement, as well as any clean-up costs. The clean-up costs will not be known until the investigation is closer to completion. However, those costs could have a material effect on our financial results.

Spring Gardens

In December 1996, BGE signed a consent order with the Maryland Department of the Environment that requires it to implement remedial action plans for contamination at and around the Spring Gardens site, located in Baltimore, Maryland. The Spring Gardens site was once used to manufacture gas from coal and oil. Based on remedial action plans and cost modeling performed in late 2006, BGE estimates its probable clean-up costs will total $43 million. BGE has recorded these costs as a liability in its Consolidated Balance Sheets and has deferred these

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costs, net of accumulated amortization and amounts it recovered from insurance companies, as a regulatory asset. Based on the results of studies at this site, it is reasonably possible that additional costs could exceed the amount BGE has recognized by approximately $3 million. Through June 30, 2008, BGE has spent approximately $41 million for remediation at this site.

        BGE also has investigated other small sites where gas was manufactured in the past. We do not expect the clean-up costs of the remaining smaller sites to have a material effect on our financial results.

Air Quality

In late July 2005, we received two Notices of Violation (NOVs) from the Placer County Air Pollution Control District, Placer County California (District) alleging that the Rio Bravo Rocklin facility located in Lincoln, California had violated certain District air emission regulations between January 2003 and March 2005. We have a combined 50% ownership interest in the partnership which owns the Rio Bravo Rocklin facility. In July 2008, the partnership settled the allegations by agreeing to pay approximately $242,000, of which our share will be approximately $121,000, and to implement supplemental environmental projects at the facility over the next 18 months.

        In May 2007, a subsidiary of Constellation Energy entered into a consent decree with the Maryland Department of the Environment to resolve alleged violations of air quality opacity standards at three fossil fuel plants in Maryland. The consent decree requires the subsidiary to pay a $100,000 penalty, provide $100,000 to a supplemental environmental project, and install technology to control emissions from those plants.

Water Quality

In October 2007, a subsidiary of Constellation Energy entered into a consent decree with the Maryland Department of the Environment relating to groundwater contamination at a third party facility that was licensed to accept fly ash, a byproduct generated by our coal-fired plants. The consent decree requires the payment of a $1.0 million penalty, remediation of groundwater contamination resulting from the ash placement operations at the site, replacement of drinking water supplies in the vicinity of the site, and monitoring of groundwater conditions. We recorded a liability in our Consolidated Balance Sheets of approximately $5 million, which includes the $1 million penalty and our estimate of probable costs to remediate contamination, replace drinking water supplies, and monitor groundwater conditions. We estimate that it is reasonably possible that we could incur additional costs of up to approximately $10 million more than the liability that we accrued.

        In November 2007, a class action complaint was filed in Baltimore City Circuit Court alleging that the subsidiary's ash placement operations at the third party site damaged surrounding properties. The complaint seeks injunctive and remedial relief relating to the alleged contamination, unspecified compensatory damages for any personal injuries and property damages associated with the alleged contamination, and unspecified punitive damages. We cannot predict the timing, or outcome, of this proceeding.

Litigation

In the normal course of business, we are involved in various legal proceedings. We discuss the significant matters below.

Mercury

Since September 2002, BGE, Constellation Energy, and several other defendants have been involved in numerous actions filed in the Circuit Court for Baltimore City, Maryland alleging mercury poisoning from several sources, including coal plants formerly owned by BGE. The plants are now owned by a subsidiary of Constellation Energy. In addition to BGE and Constellation Energy, approximately 11 other defendants, consisting of pharmaceutical companies, manufacturers of vaccines, and manufacturers of Thimerosal have been sued. Approximately 70 cases, involving claims related to approximately 132 children, have been filed to date, with each claimant seeking $20 million in compensatory damages, plus punitive damages, from us.

        In rulings applicable to all but three of the cases, involving claims related to approximately 47 children, the Circuit Court for Baltimore City dismissed with prejudice all claims against BGE and Constellation Energy. Plaintiffs may attempt to pursue appeals of the rulings in favor of BGE and Constellation Energy once the cases are finally concluded as to all defendants. We believe that we have meritorious defenses and intend to defend the remaining actions vigorously. However, we cannot predict the timing, or outcome, of these cases, or their possible effect on our, or BGE's, financial results.

Asbestos

Since 1993, BGE and certain Constellation Energy subsidiaries have been involved in several actions concerning asbestos. The actions are based upon the theory of "premises liability," alleging that BGE and Constellation Energy knew of and exposed individuals to an asbestos hazard. In addition to BGE and Constellation Energy, numerous other parties are defendants in these cases.

        Approximately 536 individuals who were never employees of BGE or Constellation Energy have pending claims each seeking several million dollars in compensatory and punitive damages. Cross-claims and third-party claims brought by other defendants may also be filed against BGE

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and Constellation Energy in these actions. To date, most asbestos claims against us have been dismissed or resolved without any payment and a small minority have been resolved for amounts that were not material to our financial results. The remaining claims are currently pending in state courts in Maryland and Pennsylvania.

        BGE and Constellation Energy do not know the specific facts necessary to estimate their potential liability for these claims. The specific facts we do not know include:

•

the identity of the facilities at which the plaintiffs allegedly worked as contractors,

•

the names of the plaintiffs' employers,

•

the dates on which and the places where the exposure allegedly occurred, and

•

the facts and circumstances relating to the alleged exposure.

        Until the relevant facts are determined, we are unable to estimate what our, or BGE's, liability might be. Although insurance and hold harmless agreements from contractors who employed the plaintiffs may cover a portion of any awards in the actions, the potential effect on our, or BGE's, financial results could be material.

Insurance

We discuss our nuclear and non-nuclear insurance programs in Note 12 of our 2007 Annual Report on Form 10-K.

SFAS No. 133 Hedging Activities

We are exposed to market risk, including changes in interest rates and the impact of market fluctuations in the price and transportation costs of electricity, natural gas, and other commodities. We discuss our market risk in more detail in our 2007 Annual Report on Form 10-K.

Commodity Prices

Our merchant energy business uses a variety of derivative and non-derivative instruments to manage the commodity price risk of our wholesale and retail activities and our electric generation facilities, including power sales, fuel and energy purchases, gas purchased for resale, emission credits, weather risk, and the market risk of outages. In order to manage these risks, we may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from forecasted sales of energy and purchases of fuel and energy. The objectives for entering into such hedges include:

•

fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return on our electric generation operations,

•

fixing the price of a portion of anticipated fuel purchases for the operation of our power plants,

•

fixing the price for a portion of anticipated energy purchases to supply our load-serving customers,

•

fixing the price for a portion of anticipated sales of natural gas to customers, and

•

fixing the price for a portion of anticipated sales or purchases of freight and coal.

        The portion of forecasted transactions hedged may vary based upon management's assessment of market, weather, operational, and other factors.

        Our merchant energy business designated certain fixed-price forward contracts as cash-flow hedges of forecasted sales of energy and forecasted purchases of fuel and energy for the years 2008 through 2016 under Statement of Financial Accounting Standard (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. Our merchant energy business had net unrealized pre-tax gains on these cash-flow hedges recorded in "Accumulated other comprehensive loss" of $27.4 million at June 30, 2008 and net unrealized pre-tax losses of $1,498.7 million at December 31, 2007.

        We expect to reclassify $813.7 million of net pre-tax gains on cash-flow hedges from "Accumulated other comprehensive loss" into earnings during the next twelve months based on market prices at June 30, 2008. However, the actual amount reclassified into earnings could vary from the amounts recorded at June 30, 2008, due to future changes in market prices. Additionally, for cash-flow hedges settled by physical delivery of the underlying commodity, "Reclassification of net gains or losses on hedging instruments from OCI to net income" represents the fair value of those derivatives, which is realized through gross settlement at the contract price.

        During the six months ended June 30, 2008, we de-designated contracts previously designated as cash-flow hedges for which the forecasted transactions originally hedged are probable of not occurring and as a result we recognized a pre-tax gain of $0.7 million. During the six months ended June 30, 2007, we de-designated contracts previously designated as cash-flow hedges and as a result we recognized a pre-tax loss of $21.6 million.

        Our merchant energy business also enters into natural gas storage contracts under which the gas in storage qualifies for fair value hedge accounting treatment under SFAS No. 133. We record changes in fair value of these hedges related to our wholesale supply operations as a component of "Nonregulated revenues" in our Consolidated Statements of Income.

        We recorded in earnings the following pre-tax (losses) gains related to hedge ineffectiveness:

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(In millions)
Cash-flow hedges	$	(44.7	)	$	(13.8	)	$	(89.8	)	$	(30.3	)
Fair value hedges		6.4			3.3			12.9			1.1
Total	$	(38.3	)	$	(10.5	)	$	(76.9	)	$	(29.2	)

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        The ineffectiveness amounts in the table on the previous page exclude:

•

a $31.3 million pre-tax loss related to derivatives that did not qualify for cash-flow hedge accounting under SFAS No. 133 for some period within the six months ended June 30, 2008, and

•

a $16.4 million pre-tax loss for the quarter and six months ended June 30, 2007 related to the change in value for the portion of our fair value hedges excluded from hedge assessment.

Interest Rates

We use interest rate swaps to manage our interest rate exposures associated with new debt issuances, to manage our exposure to fluctuations in interest rates on variable rate debt, and to optimize the mix of fixed and floating-rate debt. The swaps used to manage our exposure prior to the issuance of new debt are designated as cash-flow hedges under SFAS No. 133, with the effective portion of gains and losses, net of associated deferred income tax effects, recorded in "Accumulated other comprehensive loss" in anticipation of planned financing transactions. We reclassify gains and losses on the hedges from "Accumulated other comprehensive loss" into "Interest expense" in our Consolidated Statements of Income during the periods in which the interest payments being hedged occur.

        The swaps used to optimize the mix of fixed and floating-rate debt are designated as fair value hedges under SFAS No. 133. We record any gains or losses on swaps that qualify for fair value hedge accounting treatment, as well as changes in the fair value of the debt being hedged, in "Interest expense," and we record any changes in fair value of the swaps and the debt in "Derivative assets and liabilities" and "Long-term debt", respectively, in our Consolidated Balance Sheets. In addition, we record the difference between interest on hedged fixed-rate debt and floating-rate swaps in "Interest expense" in the periods that the swaps settle.

        "Accumulated other comprehensive loss" includes net unrealized pre-tax gains on interest rate cash-flow hedges terminated upon debt issuance totaling $12.0 million at June 30, 2008 and $11.9 million at December 31, 2007. We expect to reclassify $0.1 million of pre-tax net gains on these cash-flow hedges from "Accumulated other comprehensive loss" into "Interest expense" during the next twelve months. We had no hedge ineffectiveness on these swaps.

        In order to optimize the mix of fixed and floating-rate debt, we entered into interest rate swaps qualifying as fair value hedges relating to $450.0 million of our fixed-rate debt maturing in 2012 and 2015, and converted this notional amount of debt to floating-rate. The change in fair value of these hedges resulted in an unrealized gain of $13.2 million at June 30, 2008 and was recorded as an increase in our "Derivative assets" and "Long-term debt." The change in fair value of these hedges resulted in an unrealized gain of $11.8 million at December 31, 2007 and was recorded as an increase in our "Derivative assets" and "Long-term debt." We had no hedge ineffectiveness on these interest rate swaps.

Accounting Standards Issued

SFAS No. 161

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities. SFAS No. 161 is effective beginning January 1, 2009 and requires entities to provide expanded disclosure about derivative instruments and hedging activities regarding (1) the ways in which an entity uses derivatives, (2) the accounting for derivatives and hedging activities, and (3) the impact that derivatives have (or could have) on an entity's financial position, financial performance, and cash flows. SFAS No. 161 requires expanded disclosures, but does not change the accounting for derivatives. We are currently evaluating the impact of SFAS No. 161, but, because it only provides for additional disclosure, we do not expect the adoption of this standard to have a material impact on our, or BGE's, financial results.

Accounting Standards Adopted

FSP FIN 39-1

In April 2007, the FASB issued Staff Position (FSP) FIN 39-1, Amendment of FASB Interpretation No. 39. As amended, FIN 39, Offsetting of Amounts Related to Certain Contracts, requires an entity to report all derivatives recorded at fair value net of any associated fair value cash collateral with the same counterparty under a master netting arrangement. Therefore, effective January 1, 2008, we reported all derivatives recorded at fair value net of the associated fair value cash collateral. We applied the provisions of FSP FIN 39-1 by adjusting all financial statement periods presented, which reduced total assets at December 31, 2007 by $203.4 million. We present the fair value cash collateral that has been offset against our net derivative positions as part of our adoption of SFAS No. 157, Fair Value Measurements, below.

SFAS No. 157

Effective January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. Fair value is the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

        Consistent with the exit price concept, upon adoption we reduced our derivative liabilities to reflect our own credit risk. As a result, during the first quarter of 2008 we recorded a pre-tax reduction in "Accumulated other comprehensive loss" totaling $10 million for the portion

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related to cash-flow hedges and a pre-tax gain in earnings totaling $3 million for the remainder of our derivative liabilities. All other impacts of adoption were immaterial.

        Our assets and liabilities measured at fair value on a recurring basis consist of the following:

			As of June 30, 2008
			Assets			Liabilities
			(In millions)
Debt and equity securities			$	1,398.0		$	—
Derivative instruments:
	Classified as derivative assets and liabilities:
		Current		3,714.7			3,349.6
		Noncurrent		3,000.2			2,566.2
		Total classified as derivative assets and liabilities		6,714.9			5,915.8
	Classified as accounts receivable *			(708.6	)		—
	Total derivative instruments			6,006.3			5,915.8
Total recurring fair value measurements			$	7,404.3		$	5,915.8

* Represents the unrealized fair value of exchange traded derivatives excluding cash margin posted.

        Debt and equity securities represent available-for-sale investments which are included in "Nuclear decommissioning trust funds" and "Other assets" in the Consolidated Balance Sheets. Derivative instruments represent unrealized amounts related to all derivative positions, including futures, forwards, swaps, and options. We classify exchange-listed contracts, which are settled in cash on a daily basis, as part of "Accounts Receivable" in our Consolidated Balance Sheets. We classify the remainder of our derivative contracts as "Derivative assets" or "Derivative liabilities" in our Consolidated Balance Sheets.

        The table below sets forth by level within the fair value hierarchy the company's assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2008. The gross derivative assets and liabilities presented in this table increased significantly during the quarter ended June 30, 2008. This increase is primarily due to a rising commodity price environment coupled with an increase in the level of open positions from a higher level of business activity. For example, the following represents the approximate increases we have experienced in commodity prices during the six months ended June 30, 2008:

•

33% in power,

•

44% in natural gas,

•

153% in coal, and

•

55% in crude oil.

        Even after reflecting the impacts of netting and cash collateral, the balances of our derivative assets and liabilities increased significantly and by approximately the same magnitude during the quarter ended June 30, 2008.

At June 30, 2008		Level 1			Level 2			Level 3			Netting and Cash Collateral*			Total Net Fair Value
		(In millions)
Debt and equity securities		$	436.7		$	961.3		$	—		$	—		$	1,398.0
Derivative assets			1,139.6			77,364.6			8,987.1			(81,485.0	)		6,006.3
Derivative liabilities			(1,419.3	)		(76,275.7	)		(8,775.7	)		80,554.9			(5,915.8	)
	Net derivative position		(279.7	)		1,088.9			211.4			(930.1	)		90.5
Total		$	157.0		$	2,050.2		$	211.4		$	(930.1	)	$	1,488.5

* We present our derivative assets and liabilities in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral, when a legally enforceable master netting agreement exists between us and the counterparty to a derivative contract. At June 30, 2008, we included $1,007.2 million of cash collateral held and $77.1 million of cash collateral posted (excluding margin posted on exchange traded derivatives) in netting amounts in the above table. See discussion of FSP FIN 39-1 on the prior page for more details on our net presentation.

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        The fair value hierarchy prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy are as follows:

•

Level 1—Quoted prices available in active markets for identical assets or liabilities as of the reporting date.

•

Level 2—Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

•

Level 3—Pricing inputs include significant inputs that are generally not observable from market activity.

        We determine the fair value of our assets and liabilities using quoted market prices (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available. We use unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available.

        We classify assets and liabilities within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement of each individual asset and liability taken as a whole. We determine fair value using Level 1 inputs by multiplying the price by the quantity of the asset or liability we hold. We primarily determine fair value measurements classified as Level 2 or Level 3 using the income valuation approach, which involves discounting estimated cash flows.

        Debt and equity securities include our nuclear decommissioning trust funds, trust assets securing certain executive benefits and other marketable securities. Nuclear decommissioning trust funds primarily consist of publicly traded individual securities, which are valued based on unadjusted quoted prices in active markets, and are classified within Level 1; and commingled funds, which are valued based on the fund share price, which is observable on a less frequent basis, and are classified within Level 2. Trust assets securing certain executive benefits consist of mutual funds, which are actively traded and are valued based upon unadjusted quoted prices, and are classified within Level 1. Our other marketable securities consist of publicly traded individual securities, which are valued based on unadjusted quoted prices in active markets, and are classified within Level 1.

        Derivative assets and liabilities include exchange-traded contracts and bilateral contracts. Exchange-traded derivative contracts, including futures and certain options, which are valued based on unadjusted quoted prices in active markets are classified within Level 1. However, some exchange-traded derivatives are valued using pricing inputs based upon market quotes or market transactions. In such cases, these exchange-traded derivatives are classified within Level 2.

        Bilateral derivative instruments include swaps, forwards, certain options and complex structured transactions that may be offset economically with similar positions in exchange-traded markets. In certain instances, we may utilize models to measure the fair value of these instruments. Generally, we use similar models to value similar instruments. Valuation models utilize various inputs which include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability, and market-corroborated inputs, which are inputs derived principally from or corroborated by observable market data by correlation or other means. Where observable inputs are available for substantially the full term and value of the asset or liability, we classify the instrument in Level 2.

        Certain bilateral derivatives trade in less active markets with a lower availability of pricing information. In addition, complex or structured transactions may require us to use internally-developed model inputs, which might not be observable in or corroborated by the market, to determine fair value. When such inputs have more than an insignificant impact on the measurement of fair value, we classify the instrument in Level 3.

        In order to determine fair value, we utilize various factors, including market data and assumptions that market participants would use in pricing assets or liabilities as well as assumptions about the risks inherent in the inputs to the valuation technique. These factors include:

•

commodity prices,

•

price volatility,

•

volumes,

•

location,

•

interest rates,

•

credit quality of counterparties and Constellation Energy, and

•

credit enhancements.

        We regularly evaluate and validate the inputs we use to estimate fair value by a number of methods, including various market price verification procedures as well as review and verification of models and changes to those models. These activities are undertaken by individuals that are independent of those responsible for estimating fair value.

        The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy. Because of the long-term nature of certain assets and liabilities measured at fair value as well as differences in the availability of market prices and market liquidity over their terms, inputs for some assets and liabilities may fall into any one of the three levels in the fair value hierarchy or some combination thereof. While SFAS No. 157 requires us to classify these assets and liabilities in the lowest level in the hierarchy for which inputs are significant to the fair value measurement,

24

a portion of that measurement may be determined using inputs from a higher level in the hierarchy.

        The following table sets forth a reconciliation of changes in Level 3 fair value measurements:

		Quarter ended June 30, 2008			Six months ended June 30, 2008
		(In millions)
Balance at beginning of period		$	400.4		$	(147.1	)
Realized and unrealized gains (losses):
	Recorded in income		181.0			165.9
	Recorded in other comprehensive income		74.6			250.5
Purchases, sales, issuances, and settlements			5.2			36.3
Transfers into and out of level 3			(449.8	)		(94.2	)
Balance as of June 30, 2008		$	211.4		$	211.4
Change in unrealized gains relating to derivatives still held as of June 30, 2008		$	247.6		$	246.0

        Realized and unrealized gains (losses) are included primarily in "Nonregulated revenues" for our derivative contracts that are marked-to-market in our Consolidated Statements of Income and are included in "Accumulated other comprehensive loss" for our derivative contracts designated as cash-flow hedges in our Consolidated Balance Sheets. We discuss the income statement classification for realized gains and losses related to cash-flow hedges for our various hedging relationships in Note 1 of our 2007 Annual Report on Form 10-K.

        Realized and unrealized gains (losses) include the realization of derivative contracts through maturity. Purchases, sales, issuances, and settlements represent cash paid or received for option premiums, and the acquisition or termination of derivative contracts prior to maturity. Transfers into Level 3 represent existing assets or liabilities that were previously categorized at a higher level for which the inputs to the model became unobservable. Transfers out of Level 3 represent assets and liabilities that were previously classified as Level 3 for which the inputs became observable based on the criteria discussed on the previous page for classification in either Level 1 or Level 2.

Related Party Transactions

Constellation Energy

On March 31, 2008, our merchant energy business sold its working interest in 83 oil and natural gas producing wells in Oklahoma to Constellation Energy Partners (CEP), an equity method investment of Constellation Energy, for total proceeds of approximately $53 million. Our merchant energy business recognized a $14.3 million gain, net of the minority interest gain of $0.7 million on the sale and exclusive of our 28.5% ownership interest in CEP. This gain is recorded in "Gains on Sales of Upstream Gas Assets" in our Consolidated Statements of Income.

BGE—Income Statement

BGE is obligated to provide market-based standard offer service to all of its electric customers for varying periods. Bidding to supply BGE's market-based standard offer service to electric customers will occur from time to time through a competitive bidding process approved by the Maryland PSC.

        Our merchant energy business will supply a portion of BGE's market-based standard offer service obligation to residential electric customers through May 31, 2010.

        The cost of BGE's purchased energy from nonregulated subsidiaries of Constellation Energy to meet its standard offer service obligation was as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In millions)
Purchased energy	$	186.0	$	254.3	$	457.3	$	557.0

        In addition, Constellation Energy charges BGE for the costs of certain corporate functions. Certain costs are directly assigned to BGE. We allocate other corporate function costs based on a total percentage of expected use by BGE. We believe this method of allocation is reasonable and approximates the cost BGE would have incurred as an unaffiliated entity.

        The following table presents the costs Constellation Energy charged to BGE in each period.

	Quarter Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In millions)
Charges to BGE	$	35.0	$	35.5	$	70.1	$	69.8

BGE—Balance Sheet

BGE participates in a cash pool under a Master Demand Note agreement with Constellation Energy. Under this arrangement, participating subsidiaries may invest in or borrow from the pool at market interest rates. Constellation Energy administers the pool and invests excess cash in short-term investments or issues commercial paper to manage consolidated cash requirements. Under this arrangement, BGE had invested $181.1 million at June 30, 2008 and had invested $78.4 million at December 31, 2007.

        BGE's Consolidated Balance Sheets include intercompany amounts related to corporate functions performed at the Constellation Energy holding company, BGE's purchases to meet its standard offer service obligation, BGE's charges to Constellation Energy and its nonregulated affiliates for certain services it provides them, and the participation of BGE's employees in the Constellation Energy defined benefit plans.

        We believe our allocation methods are reasonable and approximate the costs that would be charged to unaffiliated entities.

25

Item 2. Management's Discussion

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Introduction and Overview

Constellation Energy Group, Inc. (Constellation Energy) is an energy company that conducts its business through various subsidiaries including a merchant energy business and Baltimore Gas and Electric Company (BGE). We describe our operating segments in the Notes to Consolidated Financial Statements beginning on page 13.

        This Quarterly Report on Form 10-Q is a combined report of Constellation Energy and BGE. References in this report to "we" and "our" are to Constellation Energy and its subsidiaries, collectively. References in this report to the "regulated business(es)" are to BGE. We discuss our business in more detail in Item 1—Business section of our 2007 Annual Report on Form 10-K and we discuss the risks affecting our business in Item 1A. Risk Factors section on page 51.

        Our 2007 Annual Report on Form 10-K includes a detailed discussion of various items impacting our business, our results of operations, and our financial condition. These include:

•

Introduction and Overview section which provides a description of our business segments,

•

Strategy section,

•

Business Environment section, including how regulation, weather, and other factors affect our business, and

•

Critical Accounting Policies section.

        Critical accounting policies are the accounting policies that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective, or complex judgment. Our critical accounting policies include derivative accounting, evaluation of assets for impairment and other than temporary decline in value, and asset retirement obligations.

        Effective January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements, as discussed in the Notes to Consolidated Financial Statements beginning on page 22. We discuss our accounting policy for determining fair value in more detail in the Notes to Consolidated Financial Statements as well as in our Critical Accounting Policies section and Note 1 in our 2007 Annual Report on Form 10-K.

        In this discussion and analysis, we explain the general financial condition and the results of operations for Constellation Energy and BGE including:

•

factors which affect our businesses,

•

our earnings and costs in the periods presented,

•

changes in earnings and costs between periods,

•

sources of earnings,

•

impact of these factors on our overall financial condition,

•

expected future expenditures for capital projects, and

•

expected sources of cash for further capital expenditures.

        As you read this discussion and analysis, refer to our Consolidated Statements of Income on page 3, which present the results of our operations for the quarters and six months ended June 30, 2008 and 2007. We analyze and explain the differences between periods in the specific line items of the Consolidated Statements of Income.

        We have organized our discussion and analysis as follows:

•

We describe changes to our strategy and our business environment during the year.

•

We highlight significant events that occurred in 2008 that are important to understanding our results of operations and financial condition.

•

We then review our results of operations beginning with an overview of our total company results, followed by a more detailed review of those results by operating segment.

•

We review our financial condition, addressing our sources and uses of cash, capital resources, commitments, and liquidity.

•

We conclude with a discussion of our exposure to various market risks.

Strategy

We discuss our business strategy in detail in the Strategy section of our 2007 Annual Report on Form 10-K. In that discussion, we indicate that we are constantly reevaluating our strategies. We have announced that in addition to focusing on our basic plan and in the context of optimizing our business mix as it relates to our allocation of capital and achieving long-term growth by continuing to make investments to grow our physical asset base, we are actively assessing the ongoing capital requirements of our Global Commodities business. In that regard, we are considering various strategic alternatives for our Global Commodities business, including partnership arrangements.

26

Business Environment

With the evolving regulatory environment surrounding customer choice, increasing competition, and the growth of our merchant energy business, various factors affect our financial results. We discuss these various factors in the Forward Looking Statements section on page 53 and in Item 1A. Risk Factors section on page 51. We discuss our market risks in the Market Risk section beginning on page 47.

        In this section, we discuss in more detail events which have impacted our business during 2008.

Federal Regulation

In May 2008, five state public service commissions, including the Public Service Commission of Maryland (Maryland PSC), consumer advocates and others filed a complaint against PJM Interconnection, the regional transmission organization for the Mid-atlantic region (PJM), at the Federal Energy Regulatory Commission (FERC) alleging that the PJM reliability pricing model (RPM) produced unreasonable prices during the period from June 1, 2008 through May 31, 2011. The complaint requests that FERC establish a refund effective date of June 1, 2008, reject the results of the 2007/08 through 2010/11 RPM capacity auction results, and significantly reduce prices for capacity beginning as of June 1, 2008 through 2011/12. We, along with other power suppliers and supplier trade groups, have filed protests to the complaint. We cannot predict the outcome of this proceeding or the amount of refunds that may be owed by or due to us, if any. However, the outcome, and any refunds that are ultimately assessed, could have a material impact on our financial results.

Environmental Matters

Air Quality

National Ambient Air Quality Standards (NAAQS)

In March 2008, the Environmental Protection Agency (EPA) adopted a stricter NAAQS for ozone. We are unable to determine the impact that complying with the stricter NAAQS for ozone will have on our financial results until the states in which our generating facilities are located adopt plans to meet the new standards.

        In July 2008, the United States Court of Appeals for the District of Columbia Circuit issued a ruling that effectively repealed the Clean Air Interstate Rule (CAIR). We do not believe that the decision will result in a material change to our emissions reduction plan in Maryland as the emissions reduction requirements of Maryland's Healthy Air Act and Clean Power Rule are more stringent and apply sooner than those under CAIR. However, we cannot predict what additional judicial, legislative or regulatory actions will be taken in response to the court's decision or whether such actions may affect our financial results. We discuss the impact that this ruling had on our second quarter of 2008 results in the Merchant Energy Business section on page 33. We discuss this ruling in more detail in the Notes to Consolidated Financial Statements on page 13.

Capital Expenditures

As discussed in our 2007 Annual Report on Form 10-K, we expect to incur additional environmental capital expenditures to comply with air quality laws and regulations. Based on updated information from vendors, we expect our estimated environmental capital requirements for these air quality projects to be approximately $530 million in 2008, $345 million in 2009, $15 million in 2010 and $25 million from 2011-2012.

        Our estimates may change further as we implement our compliance plan. As discussed in our 2007 Annual Report on Form 10-K, our estimates of capital expenditures continue to be subject to significant uncertainties.

Accounting Standards Issued and Adopted

We discuss recently issued and adopted accounting standards in the Accounting Standards Issued and Accounting Standards Adopted sections of the Notes to Consolidated Financial Statements beginning on page 22.

Events of 2008

Acquisitions

Hillabee Energy Center

On February 14, 2008, we acquired a partially completed gas-fired power generating facility in Alabama. We discuss this acquisition in more detail in the Notes to Consolidated Financial Statements on page 12.

West Valley Power Plant

On June 1, 2008, we acquired a gas-fired peaking plant in Utah. We discuss this acquisition in more detail in the Notes to Consolidated Financial Statements on page 12.

Nufcor International Limited

On June 26, 2008, we acquired a uranium marketing services company in the United Kingdom. We discuss this acquisition in more detail in the Notes to Consolidated Financial Statements on page 12.

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Asset Sales

Working Interests in Gas Properties

On June 30, 2008, we sold a portion of our working interests in proved and unproved gas properties in Arkansas. We discuss this asset sale in more detail in the Notes to Consolidated Financial Statements on page 13.

Dry Bulk Vessel

On July 10, 2008, a shipping joint venture in which our merchant energy business owns a 50% ownership interest sold one of six freight ships it owns for a gain to us of approximately $29 million. This gain will be recorded in the third quarter of 2008. We discuss this sale in more detail in the Notes to Consolidated Financial Statements on page 13.

Financing Activities

In June 2008, we issued the following:

•

$250.0 million of Zero Coupon Senior Notes due June 2023, and

•

$450.0 million of Series A Junior Subordinated Debentures due June 2063.

        Also, in June 2008, BGE issued $400.0 million of 6.125% Notes due July 1, 2013.

        We discuss our financing activities in more detail in the Notes to Consolidated Financial Statements beginning on page 15.

Maryland Settlement Agreement

In March 2008, Constellation Energy, BGE and a Constellation Energy affiliate entered into a settlement agreement with the State of Maryland, the Maryland PSC and certain State of Maryland officials to resolve pending litigation and to settle other prior legal, regulatory and legislative issues. We discuss this settlement in more detail in the Notes to Consolidated Financial Statements on page 16.

Commodity Prices

During the first half of 2008, the energy markets were affected by higher commodity prices including increases in the prices for:

•

power of approximately 33%,

•

natural gas of approximately 44%,

•

coal of approximately 153%, and

•

crude oil of approximately 55%

        The higher coal prices primarily resulted from greater global demand, which created significant performance risk for some coal producers who have had to increase capital spending to ensure production sufficient to meet higher contractual forward commitments. Power prices also increased, but at a rate less than the underlying rate of increase in fuel prices. This commodity price environment contributed to the following impacts on our results:

•

We experienced significant mark-to-market gains as a result of increased commodity prices. We discuss our mark-to-market results in our Mark-to-Market section on page 34.

•

Our total derivative assets increased $4,924.1 million and total derivative liabilities increased $3,662.6 million since December 31, 2007. We discuss our derivative assets and liabilities in more detail on page 35.

•

We experienced an increase in our exposure to lower credit quality wholesale counterparties primarily due to the increase in coal prices. We discuss our wholesale credit risk exposure in more detail in the Wholesale Credit Risk section beginning on page 48.

•

One of our domestic coal suppliers was unable to meet production targets and filed for bankruptcy. As a result, in the quarter ended March 31, 2008, we incurred a credit loss related to this supplier. We discuss the impact of this event on our results in more detail on page 33.

•

We executed several contract settlements and amended certain other contracts, primarily in the quarter ended March 31, 2008, to reduce our exposure to supplier nonperformance risk and/or credit risk. We discuss these transactions in more detail on page 33.

•

We incurred gains and losses recognized on hedges due to ineffectiveness, and certain cash-flow hedges that no longer qualify for hedge accounting. We discuss hedge ineffectiveness in more detail on page 33.

        Higher commodity prices also impact the level of capital required to support our business activities. We had additional issuances of letters of credit to support our Global Commodities activities. In the second quarter of 2008, we issued $1.75 billion in letters of credit. We discuss our financing activities in more detail in our Available Sources of Funding section on page 44.

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Results of Operations for the Quarter and Six Months Ended June 30, 2008 Compared with the Same Periods of 2007

In this section, we discuss our earnings and the factors affecting them. We begin with a general overview, then separately discuss earnings for our operating segments. Changes in other income, fixed charges, and income taxes are discussed, as necessary, in the aggregate for all segments in the Consolidated Nonoperating Income and Expenses section on page 42.

Overview

Results

		Quarter Ended June 30,						Six Months Ended June 30,
		2008			2007			2008			2007
		(In millions, after-tax)
Merchant energy		$	279.7		$	102.2		$	351.9		$	223.8
Regulated electric			(104.2	)		19.4			(70.5	)		51.6
Regulated gas			(3.1	)		(5.7	)		36.3			28.0
Other nonregulated			(0.9	)		0.4			(0.5	)		10.2
Income from Continuing Operations			171.5			116.3			317.2			313.6
	Loss from discontinued operations		—			—			—			(1.6	)
Net Income		$	171.5		$	116.3		$	317.2		$	312.0
Other Items Included in Operations
	Impairment losses and other costs	$	—		$	(12.2	)	$	—		$	(12.2	)
	Accrual of Maryland settlement credit		(125.3	)		—			(125.3	)		—
	BGE effective tax rate impact of Maryland settlement agreement		2.1			—			8.7			—
	Non-qualifying hedges		(34.7	)		1.4			(69.3	)		(7.9	)
	Workforce reduction costs		—			(1.5	)		—			(1.5	)
Total Other Items		$	(157.9	)	$	(12.3	)	$	(185.9	)	$	(21.6	)

Quarter and Six Months Ended June 30, 2008

Our total net income for the quarter and six months ended June 30, 2008 compared to the same periods of 2007 increased primarily due to the following:

	Quarter Ended June 30,			Six Months Ended June 30,
	2008 vs. 2007
	(In millions, after-tax)
Global Commodities mark-to-market results	$	146		$	120
Global Commodities realization of previously originated contracts		39			39
Contract terminations and sales		—			90
Customer Supply margin		35			24
Sale of upstream gas assets		46			55
Hedge ineffectiveness		11			(16	)
Regulated operations, primarily Maryland settlement agreement credit		(121	)		(114	)
Merchant operating expenses, primarily labor and benefit costs		(68	)		(75	)
Credit loss—coal supplier bankruptcy		—			(33	)
Interest and investment income		(18	)		(18	)
Emissions allowance write-down		(13	)		(13	)
Synthetic fuel facilities		(11	)		(26	)
Other nonregulated businesses		—			(11	)
All other changes		9			(17	)
Total change in net income	$	55		$	5

        In the following sections, we discuss our net income by business segment in greater detail.

Merchant Energy Business

Background

Our merchant energy business is a competitive provider of energy solutions for various customers. We discuss the impact of deregulation on our merchant energy business in Item 1. Business—Competition section of our 2007 Annual Report on Form 10-K.

        Our merchant energy business focuses on delivery of physical, customer-oriented products to producers and consumers, manages the risk and optimizes the value of our owned generation assets, and uses our portfolio management and trading capabilities both to manage risk and to deploy risk capital to generate additional returns. We continue to identify and pursue opportunities which can generate additional returns through portfolio management and trading activities within our business. These opportunities have increased due to the significant growth in scale of our wholesale and retail operations.

29

        We record merchant energy revenues and expenses in our financial results in different periods depending upon which portion of our business they affect and based on the associated accounting policies. We discuss our revenue recognition policies in the Critical Accounting Policies section and Note 1 of our 2007 Annual Report on Form 10-K. We summarize our revenue and expense recognition policies as follows:

•

We record revenues as they are earned and fuel and purchased energy costs as they are incurred for contracts and activities subject to accrual accounting, including certain load-serving activities.

•

Prior to the settlement of the forecasted transaction being hedged, we record changes in the fair value of contracts designated as cash-flow hedges in other comprehensive income to the extent that the hedges are effective. We record the effective portion of changes in fair value of hedges in earnings in the period the settlement of the hedged transaction occurs. We record the ineffective portion of the changes in fair value of hedges, if any, in earnings in the period in which the change occurs.

•

We record changes in the fair value of contracts that are subject to mark-to-market accounting in revenues or fuel and purchased energy expenses in the period in which the change occurs.

        The accounting for derivatives requires us to use judgment to make estimates and assumptions in determining the fair value of certain contracts and in recording revenues from those contracts. We discuss the effects of mark-to-market accounting on our results in the Mark-to-Market section beginning on page 34.

        Our Global Commodities operation actively transacts in energy and energy-related commodities in order to manage our portfolio of energy purchases and sales to customers through structured transactions. As part of these activities, we trade energy and energy-related commodities and deploy risk capital in the management of our portfolio in order to earn additional returns. These activities are managed through daily value at risk and stop loss limits and liquidity guidelines, and may have a material impact on our financial results. We discuss the impact of our portfolio management and trading activities and value at risk in more detail in the Mark-to-Market section beginning on page 34 and the Market Risk section beginning on page 47.

Results

		Quarter Ended June 30,						Six Months Ended June 30,
		2008			2007			2008			2007
		(In millions)
Revenues		$	4,601.1		$	4,395.8		$	8,548.1		$	8,837.8
Fuel and purchased energy expenses			(3,550.2	)		(3,724.4	)		(6,849.1	)		(7,488.8	)
Operating expenses			(546.2	)		(431.7	)		(976.0	)		(851.9	)
Impairment losses and other costs			—			(20.2	)		—			(20.2	)
Workforce reduction costs			—			(2.3	)		—			(2.3	)
Depreciation, depletion, and amortization			(68.1	)		(67.9	)		(139.2	)		(130.8	)
Accretion of asset retirement obligations			(17.0	)		(18.2	)		(33.6	)		(35.9	)
Taxes other than income taxes			(30.5	)		(29.1	)		(58.2	)		(55.9	)
Gains on sales of upstream gas assets			76.5			—			91.5			—
Income from Operations		$	465.6		$	102.0		$	583.5		$	252.0
Income from Continuing Operations (after-tax)		$	279.7		$	102.2		$	351.9		$	223.8
	Loss from discontinued operations (after-tax)		—			—			—			(1.6	)
Net Income		$	279.7		$	102.2		$	351.9		$	222.2
Other Items Included in Operations (after-tax)
	Impairment losses and other costs	$	—		$	(12.2	)	$	—		$	(12.2	)
	Non-qualifying hedges		(34.7	)		1.4			(69.3	)		(7.9	)
	Workforce reduction costs		—			(1.5	)		—			(1.5	)
Total Other Items		$	(34.7	)	$	(12.3	)	$	(69.3	)	$	(21.6	)

Certain prior-period amounts have been reclassified to conform with the current period's presentation. Above amounts include intercompany transactions eliminated in our Consolidated Financial Statements. The Information by Operating Segment section within the Notes to Consolidated Financial Statements on page 14 provides a reconciliation of operating results by segment to our Consolidated Financial Statements.

Revenues and Fuel and Purchased Energy Expenses

Our merchant energy business manages the revenues we realize from the sale of energy and energy-related products to our customers and our costs of procuring fuel and energy. As previously discussed, our merchant energy business uses either accrual or mark-to-market accounting to record our revenues and expenses. Mark-to-market results reflect the net impact of amounts recorded in earnings to recognize the changes in fair value of derivative contracts subject to mark-to-market accounting during the reporting period. We discuss the effects of mark-to-market accounting on our results separately in the Mark-to-Market section beginning on page 34.

30

Revenues

Our merchant energy revenues increased $205.3 million and decreased $289.7 million during the quarter and six months ended June 30, 2008, respectively, compared to the same periods in 2007 primarily due to the following:

	Quarter Ended June 30,			Six Months Ended June 30,
	2008 vs. 2007
	(In millions)
Change in Global Commodities mark-to-market revenues	$	312		$	212
Growth at Global Commodities and Customer Supply operations		459			704
All other (substantially all due to change in gas procurement activities)1		(566	)		(1,206	)
Total increase (decrease) in merchant revenues	$	205		$	(290	)

¹ In the third quarter of 2007, we changed the management of the wholesale procurement function for retail gas activities from our Customer Supply operation to our Global Commodities operation. In connection with this change, we began to account for the underlying retail gas contracts as derivative contracts subject to mark-to-market accounting, under which changes in fair value are recorded in revenues as they occur. This activity was previously accounted for on a gross basis and recorded in accrual revenues and fuel and purchased energy expenses. The change to market-to-market accounting for this activity reduced both our accrual revenues and fuel and purchased energy expenses.

Fuel and Purchased Energy Expenses

During the quarter and six months ended June 30, 2008, merchant energy fuel and purchased energy expenses decreased $174.2 million and $639.7 million, respectively, compared to the same periods in 2007 primarily due to the change in gas procurement activities discussed above. This was partially offset by an increase at our Global Commodities and Customer Supply operations of approximately $396 million and $503 million for the quarter and six months ended June 30, 2008, respectively, primarily related to growth in these operations.

        The difference between revenues and fuel and purchased energy expenses, including all direct expenses, represents the gross margin of our merchant energy business, and this measure is a useful tool for assessing the profitability of our merchant energy business. Accordingly, we believe it is appropriate to discuss the operating results of our merchant energy business by analyzing the changes in gross margin between periods. In managing our portfolio, we may terminate, restructure, or acquire contracts. Such transactions are within the normal course of managing our portfolio and may materially impact the timing of our recognition of revenues, fuel and purchased energy expenses, and cash flows.

        We analyze our merchant energy gross margin in the following categories:

•

Generation—our operation that owns, operates, and maintains fossil, nuclear, and renewable generating facilities and holds interests in qualifying facilities, a fuel processing facility and power projects in the United States. We present the gross margin results of this operation based on a 100% hedged assumption for the portfolio, related to both output from the facilities and the fuel used to generate electricity. The assumption is based on executing hedges at current market prices with the Global Commodities operation at the end of each fiscal year in order to ensure that the Generation operation is fully hedged. Therefore, all commodity price risk is managed by and presented in the results of our Global Commodities operation as discussed on the next page. Changes in gross margin of our Generation operation during the period are due to changes in the level of output from the generating assets, and changes in gross margin between years are a result of changes in prices and expected output.

31

•

Customer Supply—our load-serving operation that provides energy products and services to wholesale and retail electric and natural gas customers, including distribution utilities, cooperatives, aggregators, and commercial, industrial and governmental customers. We present the gross margin results of this operation based on the gross margin value of new customer supply arrangements at the time of execution assuming an estimated level of customer usage and the impact of any changes in the underlying usage of the customers based on actual energy deliveries. Changes in estimated customer usage result from attrition (customers changing suppliers) or variable load risk (changes in actual usage when compared to expected usage). All commodity price risk is presented in and managed by our Global Commodities operation as discussed below.

•

Global Commodities—our marketing, risk management, and trading operation that manages contractually owned physical assets, including generation facilities, natural gas properties, international coal and freight assets, provides risk management services, and trades energy and energy-related commodities. This operation provides the wholesale risk management function for our Generation and Customer Supply operations and includes our merchant energy business' actual hedged positions with third parties. Therefore, changes in gross margin for this operation result mostly from changes in commodity prices and positions across the various commodities and regions in which we transact.

        We provide a summary of our gross margin for these three components of our merchant energy business as follows:

		Quarter Ended June 30,								Six Months Ended June 30,
		2008				2007				2008				2007
		(Dollar amounts in millions)
Gross Margin:
	Generation	$	375	36	%	$	385	57	%	$	873	51	%	$	829	62	%
	Customer Supply		296	28			238	36			395	23			355	26
	Global Commodities		380	36			48	7			431	26			165	12
	Total	$	1,051	100	%	$	671	100	%	$	1,699	100	%	$	1,349	100	%

Certain prior-period amounts have been reclassified to conform with the current period's presentation.

Generation

The $10 million decrease in Generation gross margin during the quarter ended June 30, 2008 compared to the same period of 2007 is primarily due to lower output as a result of the planned refueling outage at the Ginna facility during the second quarter of 2008, which did not occur in the same period of 2007, partially offset by lower forced outages at our nuclear plants and differences in Calvert Cliffs and Nine Mile Point planned refueling outages.

        The $44 million increase in Generation gross margin during the six months ended June 30, 2008 compared to the same period of 2007 is primarily due to the following:

•

approximately $26 million increase from higher energy prices for the output of our generating assets in the PJM and New York regions, and

•

higher earnings of approximately $17 million from our investments in power projects.

Customer Supply

The $58 million increase in Customer Supply gross margin during the quarter ended June 30, 2008 compared to the same period of 2007 is primarily due to the following:

•

approximately $56 million of higher gross margin related to our retail gas operation primarily due to the acquisition of Cornerstone Energy on July 1, 2007, and

•

approximately $6 million of higher mark-to-market results in our retail gas business. We discuss this in more detail in the Mark-to-Market section.

        These gains were partially offset by approximately $4 million related to lower realization of contracts executed in prior periods and lower new business originated and realized during the quarter.

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        The $40 million increase in Customer Supply gross margin during the six months ended June 30, 2008 compared to the same period of 2007 is primarily due to the following:

•

approximately $50 million of higher mark-to-market results in our retail gas business. We discuss this in more detail in the Mark-to-Market section.

•

approximately $40 million of higher gross margin at our retail gas operation primarily due to the acquisition of Cornerstone Energy.

        These increases were partially offset by approximately $50 million due to lower expected realization of contracts executed in prior periods and lower new business originated and realized during the six months ended June 30, 2008.

Global Commodities

As previously discussed in the Events of 2008 section on page 28, the energy markets were affected by substantially higher commodity prices. These market impacts are reflected in the $332 million increase in gross margin from our Global Commodities activities during the quarter ended June 30, 2008 compared to the same period of 2007. This increase is primarily due to:

•

approximately $242 million related to our portfolio of contracts subject to mark-to-market accounting. We discuss these transactions in more detail in the Mark-to-Market section beginning on page 34,

•

approximately $65 million of higher gross margin related to higher realization from contracts executed in prior periods,

•

approximately $21 million of higher gross margin at our international coal and freight operations, excluding the unfavorable impact of hedge ineffectiveness discussed below, and

•

approximately $19 million related to gains recognized on hedges due to ineffectiveness and certain cash-flow hedges that no longer qualified for hedge accounting during the quarter.

        These increases were partially offset by a decrease of approximately $22 million related to a write-down of our emission allowance inventory to reflect current market price deceases. We discuss this in more detail in the Notes to Consolidated Financial Statements on page 13.

        The $266 million increase in gross margin from our Global Commodities operation for the six months ended June 30, 2008 compared to the same period in 2007 is primarily due to:

•

approximately $200 million of higher gross margin related to our portfolio of contracts subject to mark-to-market accounting, including higher earnings of approximately $35 million related to increased origination gains primarily associated with nonderivative contracts that were amended to reduce counterparty nonperformance risk, resulting in the contracts becoming derivatives for which mark-to-market accounting is required. We discuss these transactions in more detail in the Mark-to-Market section beginning on page 34,

•

approximately $150 million after tax related to gains recognized as a result of termination and sale of in-the-money energy purchase contracts, coal supply contracts, and freight contracts to eliminate or reduce operation and performance risk with certain counterparties, and

•

approximately $65 million of higher gross margin related to higher expected realization from contracts executed in prior periods.

        These increases were partially offset by the following:

•

approximately $55 million related to the bankruptcy of one of our domestic coal suppliers. During the first quarter of 2008, as a result of a default by the supplier, we terminated our derivative contracts with the supplier, reclassified the related asset to accounts receivable and fully reserved the amount. Prior to this default, we had recorded unrealized gains totaling $55 million that remain in "Accumulated other comprehensive loss" and will be reclassified to earnings as the forecasted transactions occur. The majority will be reclassified to earnings during 2008, and the remainder will be fully realized by 2010,

•

approximately $28 million related to lower gross margin at our international coal and freight operations primarily due to rising freight costs, excluding the unfavorable impact of hedge ineffectiveness discussed below,

•

approximately $26 million related to losses recognized on hedges due to ineffectiveness and certain cash-flow hedges that no longer qualified for hedge accounting during the quarter, and

•

approximately $22 million related to the write-down of our emission allowance inventory. We discuss this in more detail in the Notes to Consolidated Financial Statements on page 13.

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Mark-to-Market

Mark-to-market results include net gains and losses from origination, trading, and risk management activities for which we use the mark-to-market method of accounting. We discuss these activities and the mark-to-market method of accounting in more detail in the Critical Accounting Policies section of our 2007 Annual Report on Form 10-K.

        As a result of the nature of our operations and the use of mark-to-market accounting for certain activities, mark-to-market earnings will fluctuate. We cannot predict these fluctuations, but the impact on our earnings could be material. We discuss our market risk in more detail in the Market Risk section beginning on page 47. The primary factors that cause fluctuations in our mark-to-market results are:

•

changes in the level and volatility of forward commodity prices and interest rates,

•

The number and size of our open derivative positions, and

•

the number, size, and profitability of new transactions, including termination or restructuring of existing contracts.

        Mark-to-market results were as follows:

			Quarter Ended June 30,						Six Months Ended June 30,
			2008			2007			2008			2007
			(In millions)
Unrealized mark-to-market results
	Origination gains		$	8.8		$	1.5		$	68.5		$	33.1
	Risk management and trading—mark-to-market
		Unrealized changes in fair value		347.1			105.8			297.5			82.6
		Changes in valuation techniques		—			—			—			—
		Reclassification of settled contracts to realized		(179.5	)		37.2			(146.9	)		50.5
	Total risk management and trading—mark-to-market			167.6			143.0			150.6			133.1
Total unrealized mark-to-market*				176.4			144.5			219.1			166.2
Realized mark-to-market				179.5			(37.2	)		146.9			(50.5	)
Total mark-to-market results			$	355.9			107.3		$	366.0		$	115.7

* Total unrealized mark-to-market is the sum of origination gains and total risk management and trading—mark-to-market.

        Origination gains arise primarily from contracts that our Global Commodities operation structures to meet the risk management needs of our customers or relate to our trading activities. Transactions that result in origination gains may be unique and provide the potential for individually significant revenues and gains from a single transaction.

        During the six months ended June 30, 2008, our Global Commodities operation amended certain nonderivative contracts to mitigate counterparty performance risk under the existing contracts. As a result of these amendments, the revised contracts are derivatives subject to mark-to-market accounting under Statement of Financial Accounting Standard (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. The change in accounting for these contracts from nonderivative to derivative resulted in substantially all of the origination gains for 2008 presented in the table above.

        During the six months ended June 30, 2007, our Global Commodities operation amended certain nonderivative power sales contracts such that the new contracts are derivatives subject to mark-to-market accounting under SFAS No. 133. Simultaneous with the amending of the nonderivative contracts, we executed at current market prices several new offsetting derivative power purchase contracts subject to mark-to-market accounting. The combination of these transactions resulted in substantially all of the origination gains presented for the first six months of 2007 in the table above, as well as mitigated our risk exposure under the amended contracts. The origination gain from these 2007 transactions was partially offset by approximately $12 million of losses in our accrual portfolio due to the reclassification of losses related to cash-flow hedges previously established for the amended nonderivative contracts from "Accumulated other comprehensive loss" into earnings. In the absence of these transactions, the origination gain and the losses associated with cash-flow hedges would have been recognized over the remaining term of the contracts, which would have extended through the first quarter of 2009.

        Risk management and trading—mark-to-market represents both realized and unrealized gains and losses from changes in the value of our portfolio, including the recognition of gains and losses associated with changes in the unobservable input valuation adjustment. In addition, we use derivative contracts subject to mark-to-market accounting to manage our exposure to changes in market prices primarily as a result of our gas transportation and storage activities, while in general the underlying physical transactions related to our gas activities are accounted for on an accrual basis. We use other non-trading derivative transactions subject to mark-to-market accounting to manage our exposure to changes in market prices related to our other activities that are accounted for on an accrual basis. We discuss the changes in mark-to-market results below. We show the relationship between our mark-to-market results and the change in our net mark-to-market energy asset later in this section.

        Total mark-to-market results increased $248.6 million during the quarter ended June 30, 2008 compared to the same period of 2007 primarily due to an increase in origination gains of $7.3 million and higher gains from unrealized changes in fair value of $241.3 million. The increase in gains from unrealized changes in fair value was

34

primarily due to approximately $300 million in higher gains on open positions in our portfolio management and trading business during the quarter ended June 30, 2008 compared to the same period of 2007. These open positions were in the power, gas, and coal markets, all of which benefited from a favorable price environment in the quarter ended June 30, 2008 as compared to the same period in 2007.

        The $300 million in higher gains on open positions were offset by approximately $59 million of losses related to the unfavorable impact of certain economic hedges of accrual transactions that do not qualify for or are not designated as cash-flow hedges

        Total mark-to-market results increased $250.3 million during the six months ended June 30, 2008 compared to the same period of 2007 primarily due to an increase in origination gains of $35.4 million and higher gains from unrealized changes in fair value of $214.9 million. The increase in gains from unrealized changes in fair value was primarily due to approximately $316 million in higher gains on open positions in our portfolio management and trading business during the first six months of 2008 compared to the same period of 2007. These open positions were in the power, gas, and coal markets, all of which benefited from a favorable price environment in the first half of 2008 as compared to the same period in 2007.

        The $316 million in higher gains on open positions was offset by approximately $101 million of losses related to the unfavorable impact of certain economic hedges of accrual transactions that do not qualify for or are not designated as cash-flow hedges.

Derivative Assets and Liabilities

        Derivative assets and liabilities consisted of the following:

	June 30, 2008			December 31, 2007
	(In millions)
Current Assets	$	3,714.7		$	760.6
Noncurrent Assets		3,000.2			1,030.2
Total Assets		6,714.9			1,790.8
Current Liabilities		3,349.6			1,134.3
Noncurrent Liabilities		2,566.2			1,118.9
Total Liabilities		5,915.8			2,253.2
Net Derivative Position	$	799.1		$	(462.4	)
Composition of net derivative position:
Hedges	$	349.1		$	(937.6	)
Mark-to-market	$	1,380.1		$	673.0
Net cash collateral included in derivative balances	$	(930.1	)	$	(197.8	)
Net Derivative Position	$	799.1		$	(462.4	)

        As discussed in our 2007 Annual Report on Form 10-K, our "Derivative assets and liabilities" include contracts accounted for as hedges and those accounted for on a mark-to-market basis. The amounts are presented in our Consolidated Balance Sheets after the impact of netting as required by FSP FIN 39-1, which is discussed in more detail in the Notes to Consolidated Financial Statements on page 22. Due to the impacts of commodity prices, the number of open positions, master netting arrangements, and offsetting risk positions on the presentation of our derivative assets and liabilities in our Consolidated Balance Sheets, we believe an evaluation of the net position is the most relevant measure, and is discussed in more detail below. However, we present our gross derivatives as required by SFAS No. 157 in the Notes to Consolidated Financial Statements on page 23.

        The increase in our net derivative asset subject to hedge accounting since December 31, 2007 of $1,286.7 million was due primarily to increases in power prices that increased the fair value of our cash-flow hedge positions and settlement of out-of-the-money cash-flow hedges during the first half of 2008. The general increase in commodity prices also increased collateral requirements associated with our derivative positions.

        The following are the primary sources of the change in the net mark-to-market derivative asset during the quarter and six months ended June 30, 2008:

		Quarter Ended June 30, 2008						Six Months Ended June 30, 2008
		(in millions)
Fair value beginning of period					$	762.7					$	673.0
Changes in fair value recorded in earnings
	Origination gains	$	8.8					$	68.5
	Unrealized changes in fair value		347.1						297.5
	Changes in valuation techniques		—						—
	Reclassification of settled contracts to realized		(179.5	)					(146.9	)
Total changes in fair value						176.4						219.1
Changes in value of exchange-listed futures and options						509.6						543.3
Net change in premiums on options						22.2						7.1
Contracts acquired						—						—
Other changes in fair value						(90.8	)					(62.4	)
Fair value at end of period					$	1,380.1					$	1,380.1

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        Changes in our net mark-to-market derivative asset that affected earnings were as follows:

•

Origination gains represent the initial unrealized fair value at the time these contracts are executed to the extent permitted by applicable accounting rules.

•

Unrealized changes in fair value represent unrealized changes in commodity prices, the volatility of options on commodities, the time value of options, and other valuation adjustments.

•

Changes in valuation techniques represent improvements in estimation techniques, including modeling and other statistical enhancements used to value our portfolio to more accurately reflect the economic value of our contracts.

•

Reclassification of settled contracts to realized represent the portion of previously unrealized amounts settled during the period and recorded as realized revenues.

        The net mark-to-market derivative asset also changed due to the following items recorded in accounts other than in our Consolidated Statements of Income:

•

Changes in value of exchange-listed futures and options are adjustments to remove unrealized revenue from exchange-traded contracts that are included in risk management revenues. The fair value of these contracts is recorded in "Accounts receivable" rather than "Derivative assets" in our Consolidated Balance Sheets because these amounts are settled through our margin account with a third-party broker.

•

Net changes in premiums on options reflects the accounting for premiums on options purchased as an increase in the net derivative asset and premiums on options sold as a decrease in the net derivative asset.

•

Contracts acquired represents the initial fair value of acquired derivative contracts recorded in "Derivative assets and liabilities" in our Consolidated Balance Sheets.

•

Other changes in fair value include transfers of derivative assets and liabilities between accounting methods resulting from the designation and de-designation of cash-flow hedges.

        Effective January 1, 2008, we adopted SFAS No. 157, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. Fair value is the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

        Consistent with the exit price concept, upon adoption we reduced our derivative liabilities to reflect our own credit risk. As a result, during the first quarter of 2008 we recorded a pre-tax reduction in "Accumulated other comprehensive loss" totaling $10 million for the portion related to cash-flow hedges and a pre-tax gain in earnings totaling $3 million for the remainder of our derivative liabilities. All other impacts of adoption were immaterial. We discuss SFAS No. 157 and how we determine fair value in more detail in the Notes to Consolidated Financial Statements beginning on page 22.

        The settlement terms of the portion of our net derivative asset subject to mark-to-market accounting and sources of fair value based on the fair value hierarchy established by SFAS No. 157 are as follows as of June 30, 2008:

	Settlement Term
	2008			2009		2010			2011		2012			2013			Thereafter			Fair Value
	(In millions)
Level 1	$	31.3		$	—	$	—		$	—	$	—		$	—		$	—		$	31.3
Level 2		(4.1	)		937.0		(124.0	)		47.4		32.1			(7.9	)		20.4			900.9
Level 3		(183.4	)		220.7		390.6			55.6		(21.7	)		(0.6	)		(13.3	)		447.9
Total net derivative asset subject to mark-to-market accounting	$	(156.2	)	$	1,157.7	$	266.6		$	103.0	$	10.4		$	(8.5	)	$	7.1		$	1,380.1

        Management uses its best estimates to determine the fair value of commodity and derivative contracts it holds and sells. These estimates consider various factors including closing exchange and over-the-counter price quotations, time value, volatility factors, and credit exposure. Additionally, because the depth and liquidity of the power markets varies substantially between regions and time periods, the prices used to determine fair value could be affected significantly by the volume of transactions executed. Future market prices and actual quantities will vary from those used in recording mark-to-market energy assets and liabilities, and it is possible that such variations could be material.

        We manage our mark-to-market risk on a portfolio basis based upon the delivery period of our contracts and the individual components of the risks within each contract. Accordingly, we manage the energy purchase and sale obligations under our contracts in separate components based upon the commodity (e.g., electricity or gas), the product (e.g., electricity for delivery during peak or off-peak hours), the delivery location (e.g., by region), the risk

36

profile (e.g., forward or option), and the delivery period (e.g., by month and year).

        The electricity, fuel, and other energy contracts we hold have varying terms to maturity, ranging from contracts for delivery the next hour to contracts with terms of ten years or more. Because an active, liquid electricity futures market comparable to that for other commodities has not developed, the majority of contracts are direct contracts between market participants and are not exchange-traded or financially settling contracts that can be readily offset in their entirety through an exchange or other market mechanism. Consequently, we and other market participants generally realize the value of these contracts as cash flows become due or payable under the terms of the contracts rather than through selling or liquidating the contracts themselves.

        In order to realize the entire value of a long-term contract in a single transaction, we would need to sell or assign the entire contract. If we were to sell or assign any of our long-term contracts in their entirety, we may not realize the entire value reflected in the preceding table. However, based upon the nature of our Global Commodities operation, we expect to realize the value of these contracts, as well as any contracts we may enter into in the future to manage our risk, over time as the contracts and related hedges settle in accordance with their terms. Generally, we do not expect to realize the value of these contracts and related hedges by selling or assigning the contracts themselves in total.

Operating Expenses

Our merchant energy business operating expenses increased $114.5 million during the quarter ended June 30, 2008 and $124.1 million during the six months ended June 30, 2008 compared to the same periods of 2007 primarily due to higher labor and benefit costs at our merchant energy business of $95.8 million for the quarter ended June 30, 2008 and $87.5 million for the six months ended June 30, 2008. In addition, outage costs at our generating facilities increased $16.4 million for the quarter ended June 30, 2008 and $22.1 million for the six months ended June 30, 2008.

Impairment Losses and Other Costs

During the quarter ended June 30, 2007, our merchant energy business recorded a $20.2 million charge associated with a cancelled wind development project. We did not have such a charge in 2008.

Depreciation, Depletion and Amortization Expense

Our merchant energy business incurred higher depreciation, depletion and amortization expenses of $8.4 million during the six months ended June 30, 2008 compared to the same period of 2007 primarily due to increased depletion expenses related to our upstream natural gas operations as a result of increased drilling and production, partially offset by the cessation of operations at our synfuel facilities in December 2007.

Gains on Sale of Upstream Gas Assets

During the quarter ended June 30, 2008, our merchant energy business sold a portion of its working interests in proved natural gas reserves and unproved properties and recognized a $76.5 million pre-tax gain on this sale. Additionally, we recognized a $14.3 million gain, net of the minority interest gain of $0.7 million, related to the sale of our working interests in oil and natural gas producing wells in Oklahoma to Constellation Energy Partners that was completed in the first quarter of 2008.

Regulated Electric Business

Our regulated electric business is discussed in detail in Item 1. Business—Electric Business section of our 2007 Annual Report on Form 10-K.

Results

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(In millions)
Revenues	$	448.7		$	544.3		$	1,158.1		$	1,059.1
Electricity purchased for resale expenses		(404.3	)		(320.9	)		(859.6	)		(595.1	)
Operations and maintenance expenses		(98.2	)		(91.9	)		(192.9	)		(178.2	)
Depreciation and amortization		(47.8	)		(46.8	)		(98.6	)		(93.7	)
Taxes other than income taxes		(31.6	)		(34.5	)		(67.8	)		(69.7	)
(Loss) Income from Operations	$	(133.2	)	$	50.2		$	(60.8	)	$	122.4
Net (Loss) Income	$	(104.2	)	$	19.4		$	(70.5	)	$	51.6
Other Items Included in Operations:
Accrual of Maryland settlement credit	$	(125.3	)	$	—		$	(125.3	)	$	—
Effective tax rate impact of Maryland settlement agreement		2.0			—			5.0			—
Total Other Items	$	(123.3	)	$	—		$	(120.3	)	$	—

Above amounts include intercompany transactions eliminated in our Consolidated Financial Statements. The Information by Operating Segment section within the Notes to Consolidated Financial Statements on page 14 provides a reconciliation of operating results by segment to our Consolidated Financial Statements.

        Net income from the regulated electric business decreased $123.6 million during the quarter ended June 30, 2008 and $122.1 million during the six months ended June 30, 2008 compared to the same periods in 2007, mostly due to the impact of the accrual of the Maryland settlement credit of $125.3 million after-tax. This was partially offset by the favorable impact of reduced earnings from the Maryland settlement agreement on our effective tax rate of $2.0 million for the quarter ended June 30, 2008 and $5.0 million for the six months ended June 30, 2008.

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Electric Revenues

The changes in electric revenues in 2008 compared to 2007 were caused by:

	Quarter Ended June 30, 2008 vs. 2007			Six Months Ended June 30, 2008 vs. 2007
	(In millions)
Distribution volumes	$	(1.3	)	$	(5.1	)
Maryland settlement credit		(188.2	)		(188.2	)
Revenue decoupling		1.7			7.0
Standard offer service		(6.5	)		(16.9	)
Rate stabilization credits		88.5			280.8
Rate stabilization recovery		10.1			29.1
Financing credits		(3.2	)		(7.8	)
Senate Bill 1 credits		(0.6	)		(6.0	)
Total change in electric revenues from electric system sales		(99.5	)		92.9
Other		3.9			6.1
Total change in electric revenues	$	(95.6	)	$	99.0

Distribution Volumes

Distribution volumes are the amount of electricity that BGE delivers to customers in its service territory.

        The percentage changes in our electric distribution volumes, by type of customer, in 2008 compared to 2007 were:

	Quarter Ended June 30, 2008 vs. 2007			Six Months Ended June 30, 2008 vs. 2007
Residential		(3.9	)%		(3.3	)%
Commercial		(4.4	)		(4.4	)
Industrial		(1.0	)		(1.0	)

        During the quarter ended June 30, 2008 compared to the same period of 2007, we distributed less electricity to residential customers mostly due to milder weather and decreased usage per customer, partially offset by an increased number of customers. We distributed less electricity to commercial customers due to decreased usage per customer and milder weather, partially offset by an increased number of customers. We distributed less electricity to industrial customers primarily due to decreased usage per customer, partially offset by an increased number of customers.

        During the six months ended June 30, 2008 compared to the same period of 2007, we distributed less electricity to residential and commercial customers due to decreased usage per customer and milder weather, partially offset by an increased number of customers. We distributed less electricity to industrial customers primarily due to decreased usage per customer, partially offset by an increased number of customers.

Maryland Settlement Credit

As discussed in more detail in the Notes to Consolidated Financial Statements on page 16, BGE entered into a settlement agreement with the State of Maryland and other parties, which provided residential electric customers a credit totaling $170 per customer. The total estimated settlement of $188.2 million was accrued in the second quarter of 2008 and is expected to be paid in the third quarter of 2008.

Revenue Decoupling

Beginning in January 2008, the Maryland PSC allows us to record a monthly adjustment to our electric distribution revenues from residential and small commercial customers to eliminate the effect of abnormal weather and usage patterns per customer on our electric distribution volumes. This means our monthly electric distribution revenues for residential and small commercial customers are based on weather and usage that is considered "normal" for the month. Therefore, while these revenues are affected by customer growth, they will not be affected by actual weather or usage conditions.

Standard Offer Service

BGE provides standard offer service for customers that do not select an alternative supplier. We discuss the provisions of Senate Bill 1 related to residential electric rates in the Item 7. Management's Discussion and Analysis—Business Environment—Regulation—Maryland—Senate Bills 1 and 400 section of our 2007 Annual Report on Form 10-K.

        Standard offer service revenues decreased during the quarter and six months ended June 30, 2008 compared to the same periods of 2007, mostly due to lower standard offer service volumes, partially offset by an increase in the standard offer service rates.

Rate Stabilization Credits

As a result of Senate Bill 1, we were required to defer from July 1, 2006 until May 31, 2007 a portion of the full market rate increase resulting from the expiration of the residential rate freeze. In addition, we offered a plan also required under Senate Bill 1 allowing residential customers the option to defer the transition to market rates from June 1, 2007 until January 1, 2008. The decrease in rate stabilization credits during the quarter and six months ended June 30, 2008 compared to the same period in 2007 was primarily due to the expiration of the rate stabilization

38

plan which began on July 1, 2006 and ended on May 31, 2007.

Rate Stabilization Recovery

In late June 2007, BGE began recovering amounts deferred during the first rate deferral period that ended on May 31, 2007. In April 2008, BGE began recovering amounts deferred during the second rate deferral period that ended on January 1, 2008. The recovery of the second rate deferral will occur over a 21-month period beginning April 1, 2008 and ending on December 31, 2009.

Financing Credits

Concurrent with the recovery of the deferred amounts related to the first rate deferral period, we are providing credits to residential customers to compensate them primarily for income tax benefits associated with the financing of the deferred amounts with rate stabilization bonds.

Senate Bill 1 Credits

As a result of Senate Bill 1, beginning January 1, 2007, we were required to provide to residential electric customers a credit equal to the amount collected from all BGE electric customers for the decommissioning of our Calvert Cliffs nuclear power plant and to suspend collection of the residential return component of the POLR administrative charge collected through residential rates through May 31, 2007. Under an order issued by the Maryland PSC in May 2007, as of June 1, 2007, we were required to reinstate collection of the residential return component of the POLR administration charge in rates and to provide all residential electric customers a credit for the residential return component of the administrative charge. Under the Maryland settlement agreement, which is discussed in more detail on page 16 of Notes to Consolidated Financial Statements, BGE was allowed to resume collection of the residential return portion of the POLR administrative charge from June 1, 2008 through May 31, 2010 without having to rebate it to residential customers.

Electricity Purchased for Resale Expenses

Electricity purchased for resale expenses include the cost of electricity purchased for resale to our standard offer service customers. These costs do not include the cost of electricity purchased by delivery service only customers.

	Quarter Ended June 30,					Six Months Ended June 30,
	2008		2007			2008		2007
	(In millions)
Actual costs	$	393.1	$	404.8		$	834.3	$	871.3
Deferral under rate stabilization plan		—		(88.5	)		—		(280.8	)
Recovery under rate stabilization plan		11.2		4.6			25.3		4.6
Electricity purchased for resale expenses	$	404.3	$	320.9		$	859.6	$	595.1

Actual Costs

BGE's actual costs for electricity purchased for resale decreased $11.7 million during the quarter ended June 30, 2008 and $37.0 million for the six months ended June 30, 2008 compared to the same periods of 2007, primarily due to lower volumes, partially offset by slightly higher contract prices to purchase electricity for our customers.

Deferral under Rate Stabilization Plan

The deferral of the difference between our actual costs of electricity purchased for resale and what we were allowed to bill customers under Senate Bill 1 ended on January 1, 2008. These deferred expenses, plus carrying charges, are included in "Regulatory Assets (net)" in our, and BGE's, Consolidated Balance Sheets.

Recovery under Rate Stabilization Plans

In late June 2007, we began recovering previously deferred amounts from customers. During the quarter and six months ended June 30, 2008, we recovered $11.2 million and $25.3 million, respectively, in deferred electricity purchased for resale expenses. These collections secure the payment of principal and interest and other ongoing costs associated with rate stabilization bonds issued by a subsidiary of BGE in June 2007.

Electric Operations and Maintenance Expenses

Regulated operations and maintenance expenses increased $6.3 million in the quarter ended June 30, 2008 compared to the same period in 2007, due to $3.3 million of incremental distribution service restoration expenses associated with 2008 storms, $1.6 million of higher labor and benefit costs and the impact of inflation on other costs, and increased uncollectible accounts receivable expense of $1.3 million.

        Regulated operations and maintenance expenses increased $14.7 million in the six months ended June 30, 2008 compared to the same period in 2007, mostly due to $7.9 million of higher labor and benefit costs and the impact of inflation on other costs, increased uncollectible accounts receivable expense of $3.6 million, and $3.3 million of incremental distribution service restoration expenses associated with 2008 storms.

39

Electric Depreciation and Amortization

Regulated electric depreciation and amortization expense increased $4.9 million during the six months ended June 30, 2008 compared to the same period in 2007, primarily due to increased amortization expense associated with demand response programs, which are discussed in more detail in Item 1. Business—Baltimore Gas & Electric Company—Electric Load Management section of our 2007 Annual Report on Form 10-K.

        As a result of the Maryland settlement agreement, which is discussed in more detail on page 16 of Notes to Consolidated Financial Statements, BGE implemented revised depreciation rates for regulatory and financial reporting purposes effective June 1, 2008 that are expected to reduce annual depreciation expense by approximately $16 to $18 million for its electric business.

Taxes Other Than Income Taxes

Taxes other than income taxes decreased by $2.9 million during the quarter ended June 30, 2008 compared to the same period in 2007, primarily due to the impact of the Maryland settlement agreement on franchise taxes.

Regulated Gas Business

Our regulated gas business is discussed in detail in Item 1. Business—Gas Business section of our 2007 Annual Report on Form 10-K.

Results

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(In millions)
Revenues	$	188.1		$	162.8		$	584.5		$	570.1
Gas purchased for resale expenses		(127.7	)		(102.9	)		(397.7	)		(387.0	)
Operations and maintenance expenses		(38.6	)		(39.4	)		(77.5	)		(76.2	)
Depreciation and amortization		(11.2	)		(11.7	)		(23.1	)		(23.7	)
Taxes other than income taxes		(8.4	)		(8.5	)		(18.8	)		(19.1	)
Income from operations	$	2.2		$	0.3		$	67.4		$	64.1
Net (Loss) Income	$	(3.1	)	$	(5.7	)	$	36.3		$	28.0
Other Items Included in Operations:
Effective tax rate impact of Maryland settlement agreement	$	0.1		$	—		$	3.7		$	—

Above amounts include intercompany transactions eliminated in our Consolidated Financial Statements. The Information by Operating Segment section within the Notes to Consolidated Financial Statements on page 14 provides a reconciliation of operating results by segment to our Consolidated Financial Statements.

        Net income from the regulated gas business increased $8.3 million during the six months ended June 30, 2008 compared to the same period of 2007, primarily due to the impact of reduced earnings from the Maryland settlement agreement on our effective tax rate of $3.7 million and an increase in revenues less gas purchased for resale expenses of $2.5 million after-tax.

Gas Revenues

The changes in gas revenues in 2008 compared to 2007 were caused by:

	Quarter Ended June 30, 2008 vs. 2007			Six Months Ended June 30, 2008 vs. 2007
	(In millions)
Distribution volumes	$	(3.3	)	$	(9.3	)
Base rates		—			(0.1	)
Revenue decoupling		3.8			10.4
Gas cost adjustments		8.5			(16.1	)
Total change in gas revenues from gas system sales		9.0			(15.1	)
Off-system sales		16.2			28.9
Other		0.1			0.6
Total change in gas revenues	$	25.3		$	14.4

Distribution Volumes

The percentage changes in our distribution volumes, by type of customer, in 2008 compared to 2007 were:

	Quarter Ended June 30, 2008 vs. 2007			Six Months Ended June 30, 2008 vs. 2007
Residential		(20.1	)%		(11.2	)%
Commercial		(4.6	)		(3.4	)
Industrial		2.5			12.4

        During the quarter ended June 30, 2008 compared to the same period in 2007, we distributed less gas to residential customers due to milder weather and decreased usage per customer, partially offset by an increased number of customers. We distributed less gas to commercial customers compared to the same period of 2007, mostly due to decreased usage per customer and milder weather, partially offset by an increased number of customers. We distributed more gas to industrial customers mostly due to increased usage by customers.

        During the six months ended June 30, 2008 compared to the same period in 2007, we distributed less gas to residential customers due to milder weather and decreased usage per customer, partially offset by an increased number of customers. We distributed less gas to commercial customers due to decreased usage per customer and milder weather, partially offset by an increased number of

40

customers. We distributed more gas to industrial customers mostly due to increased usage per customer.

Base Rates

In December 2005, the Maryland PSC issued an order granting BGE a $35.6 million annual increase in its gas base rates. In December 2006, the Baltimore City Circuit Court upheld the rate order. However, certain parties have filed an appeal with the Court of Special Appeals. We cannot provide assurance that the Maryland PSC's order will not be reversed in whole or in part or that certain issues will not be remanded to the Maryland PSC for reconsideration.

Revenue Decoupling

The Maryland PSC allows us to record a monthly adjustment to our gas distribution revenues to eliminate the effect of abnormal weather and usage patterns on our gas distribution volumes. This means our monthly gas distribution revenues are based on weather and usage that is considered "normal" for the month. Therefore, while these revenues are affected by customer growth, they will not be affected by actual weather or usage conditions.

Gas Cost Adjustments

We charge our gas customers for the natural gas they purchase from us using gas cost adjustment clauses set by the Maryland PSC as described in Note 1 of our 2007 Annual Report on Form 10-K.

        Gas cost adjustment revenues increased $8.5 million during the quarter ended June 30, 2008 compared to the same period of 2007, primarily due to higher prices.

        Gas cost adjustment revenues decreased $16.1 million during the six months ended June 30, 2008 compared to the same period of 2007 because we sold less gas, partially offset by higher prices.

Off-System Gas Sales

Off-system gas sales are low-margin direct sales of gas to wholesale suppliers of natural gas. Off-system gas sales, which occur after we have satisfied our customers' demand, are not subject to gas cost adjustments. The Maryland PSC approved an arrangement for part of the margin from off-system sales to benefit customers (through reduced costs) and the remainder to be retained by BGE (which benefits shareholders). Changes in off-system sales do not significantly impact earnings.

        Revenues from off-system gas sales increased during the quarter and six months ended June 30, 2008 compared to the same period of 2007 because we sold more gas at higher prices.

Gas Purchased For Resale Expenses

Gas purchased for resale expenses include the cost of gas purchased for resale to our customers and for off-system sales. These costs do not include the cost of gas purchased by delivery service only customers.

        Gas costs increased $24.8 million during the quarter ended June 30, 2008 compared to the same period of 2007 because we purchased gas at higher prices.

        Gas costs increased $10.7 million during the six months ended June 30, 2008 compared to the same period of 2007 because we purchased gas at higher prices, partially offset by lower volumes.

Gas Depreciation and Amortization

As a result of the Maryland settlement agreement, which is discussed in more detail on page 16 of Notes to Consolidated Financial Statements, BGE implemented revised depreciation rates for financial reporting purposes effective June 1, 2008 that are expected to reduce annual depreciation expense by approximately $6 million for its gas business.

Other Nonregulated Businesses

Results

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(In millions)
Revenues	$	66.1		$	44.8		$	125.3		$	119.5
Operating expense		(53.6	)		(25.9	)		(99.0	)		(73.1	)
Depreciation and amortization		(14.8	)		(16.4	)		(29.3	)		(27.0	)
Taxes other than income taxes		(0.6	)		(0.7	)		(1.1	)		(1.3	)
(Loss) Income from Operations	$	(2.9	)	$	1.8		$	(4.1	)	$	18.1
Net (Loss) Income	$	(0.9	)	$	0.4		$	(0.5	)	$	10.2

Above amounts include intercompany transactions eliminated in our Consolidated Financial Statements. The Information by Operating Segment section within the Notes to Consolidated Financial Statements on page 14 provides a reconciliation of operating results by segment to our Consolidated Financial Statements.

        Net income decreased $10.7 million during the six months ended June 30, 2008 compared to the same periods of 2007 primarily because the first quarter of 2007 included a gain related to a sale of a leasing arrangement that did not occur in 2008.

41

Consolidated Nonoperating Income and Expenses

Gains on Sale of CEP LLC Equity

Gains on sale of CEP LLC Equity decreased $12.9 million for both the quarter and six months ended June 30, 2008 compared to the same periods of 2007 as CEP LLC, an equity investment of Constellation Energy, did not sell additional equity in the second quarter of 2008 as it had in the second quarter of 2007.

Other Income

Other income decreased during the quarter and six months ended June 30, 2008 compared to the same periods of 2007 mostly due to lower interest and investment income as a result of a lower average cash balance.

        Other income at BGE increased during the six months ended June 30, 2008 compared to the same period of 2007 primarily due to carrying charges related to rate stabilization credits. We discuss the rate stabilization credits in more detail in the Regulated Electric section on page 38.

Fixed Charges

Our fixed charges decreased during the quarter and six months ended June 30, 2008 compared to the same periods of 2007 mostly due to a higher level of interest capitalized due to higher capital spending on current environmental projects.

        Fixed charges at BGE increased during the quarter and six months ended June 30, 2008 compared to the same periods of 2007 mostly due to interest expense recognized on the rate stabilization bonds that were issued in June 2007.

Income Taxes

Our income taxes increased $80.8 million during the quarter ended June 30, 2008 and $88.9 million during the six months ended June 30, 2008 compared to the same periods of 2007 mostly because of the absence of synthetic fuel tax credits, which expired in 2007, and an increase in income before income taxes.

        During the quarter and six months ended June 30, 2008, BGE's income tax expense decreased $62.1 million and $70.4 million, respectively, primarily due to lower pre-tax income as a result of the accrual of the $188.2 million Maryland settlement credit in the second quarter of 2008. We discuss the Maryland settlement agreement in more detail on page 16.

42

Financial Condition

Cash Flows

The following table summarizes our cash flows for 2008 and 2007, excluding the impact of changes in intercompany balances.

		2008 Segment Cash Flows									Consolidated Cash Flows
		Six Months Ended June 30, 2008									Six Months Ended June 30,
		Merchant			Regulated			Other			2008			2007
		(In millions)
Operating Activities
	Net income (loss)	$	351.9		$	(34.2	)	$	(0.5	)	$	317.2		$	312.0
	Non-cash adjustments to net income		(11.4	)		345.3			23.9			357.8			110.9
	Changes in working capital		(158.3	)		145.5			(103.3	)		(116.1	)		66.1
	Defined benefit obligations*		—			—			—			(44.8	)		(73.4	)
	Other		7.5			(18.8	)		30.6			19.3			(5.5	)
Net cash provided by (used in) operating activities			189.7			437.8			(49.3	)		533.4			410.1
Investing Activities
	Investments in property, plant and equipment		(607.3	)		(217.2	)		(45.0	)		(869.5	)		(564.1	)
	Acquisitions, net of cash acquired		(312.4	)		—			—			(312.4	)		(250.6	)
	Contributions to nuclear decommissioning trust funds		(18.7	)		—			—			(18.7	)		(8.8	)
	Sales of investments and other assets		—			—			—			—			4.7
	Sales of property, plant and equipment		204.1			12.9			—			217.0			—
	Contract and portfolio acquisitions		—			—			—			—			(474.2	)
	(Increase) decrease in restricted funds		(0.1	)		(207.7	)		10.9			(196.9	)		(8.4	)
	Other		14.2			—			(1.3	)		12.9			7.8
Net cash used in investing activities			(720.2	)		(412.0	)		(35.4	)		(1,167.6	)		(1,293.6	)
Cash flows from operating activities less cash flows from investing activities		$	(530.5	)	$	25.8		$	(84.7	)		(634.2	)		(883.5	)
Financing Activities*
	Net issuance (repayment) of debt											938.6			(88.5	)
	Debt issuance costs											(15.6	)		—
	Proceeds from issuance of common stock											8.3			39.2
	Common stock dividends paid											(165.0	)		(147.6	)
	Reacquisition of common stock											—			(114.4	)
	Proceeds from contract and portfolio acquisitions											—			847.8
	Other											2.7			25.9
Net cash provided by financing activities												769.0			562.4
Net increase (decrease) in cash and cash equivalents											$	134.8		$	(321.1	)

* Items are not allocated to the business segments because they are managed for the company as a whole.
Certain prior-period amounts have been reclassified to conform to the current period presentation.

Cash Flows from Operating Activities

Cash provided by operating activities was $533.4 million in 2008 compared to $410.1 million in 2007. This $123.3 million increase was primarily due to favorable changes in non-cash adjustments to net income and a $49 million reduction in pension contributions, partially offset by a decrease in changes to working capital in 2008.

        Non-cash adjustments to net income had a positive impact of $357.8 million on cash flow from operations in 2008 compared to $110.9 million in 2007. The net increase of $246.9 million was primarily due to a change in deferred fuel costs of $280.2 million related mostly to the expiration of the first BGE rate stabilization plan. We discuss the BGE rate stabilization plan in more detail in the Electric Revenues section beginning on page 38.

43

        The decrease in working capital of $182.2 million in 2008 compared to 2007 is primarily due to the effect of increased commodity prices and increased level of open positions within our merchant energy business during the six months ended June 2008, which increased the value of our derivative assets and liabilities, partially offset by the change in our total cash collateral position.

Cash Flows from Investing Activities

Cash used in investing activities was $1,167.6 million in 2008 compared to $1,293.6 million in 2007. The $126.0 million decrease in cash used in 2008 compared to 2007 was primarily due to a $474.2 million decrease in cash used for contract and portfolio acquisitions in 2007.

        This decrease in the use of cash was partially offset by a $305.4 million increase in cash paid for investments in property, plant and equipment, which includes spending related to environmental controls at our generating facilities. We also incurred a $61.8 million increase in cash paid for acquisitions. We discuss our acquisitions in more detail in the Notes to Consolidated Financial Statements on page 12.

Cash Flows from Financing Activities

Cash provided by financing activities was $769.0 million in 2008 compared to $562.4 million in 2007. The increase in cash provided by financing activities of $206.6 million was primarily due to a net increase in proceeds from the issuance of long-term debt and short-term borrowings of $560.5 million and a decrease in cash used for the repayment of long-term debt of $466.6 million. This increase in cash provided by financing activities was partially offset by the absence of cash received from contract and portfolio acquisitions in 2007 of $847.8 million.

Security Ratings

We discuss our security ratings in our 2007 Annual Report on Form 10-K.

        In June 2008, Moody's Investors Services (Moody's) affirmed the ratings of both Constellation Energy and BGE and changed the rating outlook for BGE to stable from negative due to better credit metrics for BGE and a more settled legislative and regulatory environment following passage of legislation relating to the Maryland settlement agreement discussed in more detail on page 16. Moody's maintained a negative rating outlook for Constellation Energy.

        In April 2008, Fitch Ratings affirmed the ratings of both Constellation Energy and BGE and removed the ratings from Ratings Watch Negative upon the passage of legislation by the Maryland legislature relating to the Maryland settlement agreement discussed in more detail on page 16 of Notes to Consolidated Financial Statements.

        We discuss the impact of our security ratings on our liquidity in more detail on page 46.

Available Sources of Funding

We continuously monitor our liquidity requirements and believe that our credit facilities and access to the capital markets provide sufficient liquidity to meet our business requirements. In addition to our cash balance, our existing credit facilities support cash borrowings and commercial paper programs under which we can issue short-term debt to fund our subsidiaries' operations. Our credit facilities also support the issuance of letters of credit. Currently, we use the facilities to issue letters of credit to primarily support our merchant energy business and to support the issuance of commercial paper to manage working capital needs of the business.

        Significant changes in the prices of commodities, depending on hedging strategies we have employed, could require us to post additional letters of credit, and thereby reduce the overall amount available under our credit facilities or to post additional cash, and thereby reduce our available cash balance.

        We expect to fund future acquisitions with an overall goal of maintaining a strong investment grade credit profile. We discuss our available sources of funding in more detail below.

Constellation Energy

At June 30, 2008, we have the following credit facilities available:

•

$3.85 billion expiring July 2012

•

$250 million expiring December 2008

•

$750 million expiring December 2008

•

$380 million expiring December 2008. This amended and extended a $500 million credit facility that was entered into in January 2008.

•

$150 million expiring December 2009

•

$350 million expiring September 2013

        The $750 million, $150 million and $350 million credit facilities were entered into in June 2008. These facilities support the issuance of letters of credit and/or cash borrowings up to $5.7 billion collectively. At June 30, 2008, we had $4.3 billion in letters of credit issued and at the end of July 2008 we estimate that we had $3.6 billion in letters of credit issued under these facilities. In addition, at June 30, 2008, we had $145.7 million in commercial paper outstanding and at the end of July 2008 we had approximately $630 million in commercial paper outstanding under these facilities.

44

BGE

BGE currently maintains a $400.0 million five-year revolving credit facility expiring in 2011. BGE can borrow directly from the banks, use the facility to allow commercial paper to be issued or issue letters of credit. As of June 30, 2008 and July 31, 2008, BGE had $1.1 million in letters of credit issued under this facility. In addition, at June 30, 2008 BGE had no commercial paper outstanding and at the end of July 2008 BGE had approximately $200 million in commercial paper outstanding.

Capital Resources

Our estimated annual cash requirement amounts for the years 2008 and 2009 are shown in the table below.

        We will continue to have cash requirements for:

•

working capital needs,

•

payments of interest, distributions, and dividends,

•

capital expenditures, and

•

the retirement of debt and redemption of preference stock.

        Capital requirements for 2008 and 2009 include estimates of spending for existing and anticipated projects. We continuously review and modify those estimates. Actual requirements may vary from the estimates included in the table below because of a number of factors including:

•

regulation, legislation, and competition,

•

BGE load requirements,

•

environmental protection standards,

•

the type and number of projects selected for construction or acquisition,

•

the effect of market conditions on those projects,

•

the cost and availability of capital,

•

the availability of cash from operations, and

•

business decisions to invest in capital projects.

        Our estimates are also subject to additional factors. Please see the Forward Looking Statements section on page 53 and Item 1A. Risk Factors section on page 51. We discuss the potential impact of environmental legislation and regulation in more detail in Business Environment section on page 27 and Item 1. Business—Environmental Matters section of our 2007 Annual Report on Form 10-K.

Calendar Year Estimates			2008		2009
			(In millions)
Nonregulated Capital Requirements:
	Merchant energy
		Generation plants	$	735	$	510
		Environmental controls		535		335
		Portfolio acquisitions/investments		170		115
		Technology/other		145		125
		Nuclear Fuel		200		270
	Total merchant energy capital requirements			1,785		1,355
	Other nonregulated capital requirements			135		65
Total nonregulated capital requirements				1,920		1,420
Regulated Capital Requirements:
	Regulated electric			400		465
	Regulated gas			80		95
Total regulated capital requirements				480		560
Total capital requirements			$	2,400	$	1,980

Capital Requirements

Merchant Energy Business

Our merchant energy business' capital requirements consist of its continuing requirements, including expenditures for:

•

improvements to generating plants,

•

nuclear fuel costs,

•

upstream gas investments,

•

portfolio acquisitions and other investments,

•

costs of complying with the EPA, Maryland, and Pennsylvania environmental regulations and legislation, and

•

enhancements to our information technology infrastructure.

Regulated Electric and Gas

Regulated electric and gas construction expenditures primarily include new business construction needs and improvements to existing facilities, including projects to improve reliability and support demand response and conservation initiatives.

Funding for Capital Requirements

We discuss our funding for capital requirements in our 2007 Annual Report on Form 10-K.

45

Contractual Payment Obligations and Committed Amounts

We enter into various agreements that result in contractual payment obligations in connection with our business activities. These obligations primarily relate to our financing arrangements (such as long-term debt, preference stock, and operating leases), purchases of capacity and energy to support the growth in our merchant energy business activities, and purchases of fuel and transportation to satisfy the fuel requirements of our power generating facilities.

        We detail our contractual payment obligations at June 30, 2008 in the following table:

			Payments
			2008		2009- 2010		2011- 2012		There- after		Total
			(In millions)
Contractual Payment Obligations
Long-term debt:1
	Nonregulated
		Principal	$	1.3	$	501.9	$	744.2	$	2,280.9	$	3,528.3
		Interest		98.2		366.5		318.3		3,625.7		4,408.7
	Total			99.5		868.4		1,062.5		5,906.6		7,937.0
	BGE
		Principal		90.5		121.6		254.2		1,889.4		2,355.7
		Interest		69.3		264.6		246.4		1,423.8		2,004.1
	Total			159.8		386.2		500.6		3,313.2		4,359.8
BGE preference stock				—		—		—		190.0		190.0
Maryland settlement agreement				188.2		—		—		—		188.2
Operating leases2				319.2		504.3		324.1		577.5		1,725.1
Purchase obligations:3
	Purchased capacity and energy4			283.7		687.0		221.7		280.5		1,472.9
	Fuel and transportation			1,020.8		1,810.2		719.6		988.2		4,538.8
	Other			252.1		49.2		21.9		19.1		342.3
Other noncurrent liabilities:
	FIN 48 tax liability			—		2.4		30.9		13.2		46.5
	Pension benefits5			2.8		200.2		162.9		—		365.9
	Postretirement and postemployment benefits6			21.2		95.7		111.3		265.4		493.6
Total contractual payment obligations			$	2,347.3	$	4,603.6	$	3,155.5	$	11,553.7	$	21,660.1

1

Amounts in long-term debt reflect the original maturity date. Investors may require us to repay $339.8 million early through put options and remarketing features. Interest on variable rate debt is included based on the forward curve for interest rates.

2

Our operating lease commitments include future payment obligations under certain power purchase agreements as discussed further in Note 11 of our 2007 Annual Report on Form 10-K.

3

Contracts to purchase goods or services that specify all significant terms. Amounts related to certain purchase obligations are based on future purchase expectations which may differ from actual purchases.

4

Our contractual obligations for purchased capacity and energy are shown on a gross basis for certain transactions, including both the fixed payment portions of tolling contracts and estimated variable payments under unit-contingent power purchase agreements.

5

Amounts related to pension benefits reflect our current 5-year forecast of contributions for our qualified pension plans and participant payments for our nonqualified pension plans. Refer to Note 7 of our 2007 Annual Report on Form 10-K for more detail on our pension plans.

6

Amounts related to postretirement and postemployment benefits are for unfunded plans and reflect present value amounts consistent with the determination of the related liabilities recorded in our Consolidated Balance Sheets.

Liquidity Provisions

In many cases, customers of our merchant energy business rely on the creditworthiness of Constellation Energy. A decline below investment grade by Constellation Energy would negatively impact the business prospects of that operation.

        We regularly review our liquidity needs to ensure that we have adequate facilities available to meet collateral requirements. This includes having liquidity available to meet margin requirements for our Customer Supply and Global Commodities activities, which can vary significantly due to market price changes, changes in margin requirements, and the level of our positions.

        We have certain agreements that contain provisions that would require additional collateral upon significant credit rating decreases in senior unsecured debt of Constellation Energy. Decreases in Constellation Energy's credit ratings would not trigger an early payment on any of our credit facilities.

        Under counterparty contracts related to our merchant energy activities, we are obligated to post collateral if Constellation Energy's senior unsecured credit ratings declined below established contractual levels. Based on contractual provisions at June 30, 2008, we estimate that if Constellation Energy's senior unsecured debt were downgraded we would have the following additional collateral obligations:

Credit Ratings Downgraded to	Level Below Current Rating		Incremental Obligations		Cumulative Obligations
	(In millions)
BBB/Baa2		1	$	386	$	386
BBB-/Baa3		2		983		1,369
Below investment grade		3		3,201		4,570

        The estimated amounts above have increased compared to those reported in our quarterly report on Form 10-Q for the quarter ended March 31, 2008. This increase is due to significant increases in prices and changes in our positions at June 30, 2008 compared to March 31, 2008 and due to our calculation at March 31, 2008 incorrectly omitting certain contracts with downgrade provisions. Cumulative obligations for March 31, 2008 should have been reported as $129 million for a one-level downgrade, $844 million for a two-level downgrade and $3,234 million for a three-level downgrade, rather than $320 million, $626 million and $1,608 million, respectively. As of July 31, 2008, we estimate the cumulative obligation is $106 million for a one-level downgrade, $681 million for a two-level downgrade and $3,365 million for a three-level downgrade.

46

        Based on market conditions and contractual obligations at the time of a downgrade, we could be required to post collateral in an amount that could exceed the amounts specified above, which could be material. We discuss our credit ratings in the Security Ratings section on page 44 and in our 2007 Annual Report on Form 10-K. We discuss our credit facilities in the Available Sources of Funding section on page 44.

        Certain credit facilities of Constellation Energy contain a provision requiring Constellation Energy to maintain a ratio of debt to capitalization equal to or less than 65%. At June 30, 2008, the debt to capitalization ratios as defined in the credit agreements were no greater than 54%.

        The credit agreement of BGE contains a provision requiring BGE to maintain a ratio of debt to capitalization equal to or less than 65%. At June 30, 2008, the debt to capitalization ratio for BGE as defined in this credit agreement was 52%.

Off-Balance Sheet Arrangements

We discuss our off-balance sheet arrangements in our 2007 Annual Report on Form 10-K.

        At June 30, 2008, Constellation Energy had a total face amount of $17,264.4 million in guarantees outstanding, of which $15,962.3 million related to our merchant energy business. These amounts generally do not represent incremental consolidated Constellation Energy obligations; rather, they primarily represent parental guarantees of certain subsidiary obligations to third parties in order to allow our subsidiaries the flexibility needed to conduct business with counterparties without having to post other forms of collateral. Our calculated fair value of obligations for commercial transactions covered by these guarantees was $4,950.1 million at June 30, 2008, which represents the total amount the parent company could be required to fund based on June 30, 2008 market prices. For those guarantees related to our derivative liabilities, the fair value of the obligation is recorded in our Consolidated Balance Sheets. We believe it is unlikely that we would be required to perform or incur any losses associated with guarantees of our subsidiaries' obligations.

        We discuss our other guarantees in the Notes to Consolidated Financial Statements on page 19.

Market Risk

Commodity Risk

We measure the sensitivity of the value of mark-to-market energy contracts of our Global Commodities operation to potential changes in market prices using value at risk. Value at risk represents the potential pre-tax loss in the fair value of our Global Commodities operation derivative assets and liabilities subject to mark-to-market accounting over one- and ten-day holding periods. We discuss value at risk in more detail in the Market Risk section of our 2007 Annual Report on Form 10-K. The table below is the value at risk associated with our Global Commodities operation's derivative assets and liabilities subject to mark-to-market accounting, including both trading and non-trading activities.

        We discuss our mark-to-market results in more detail in the Mark-to-Market section beginning on page 34.

		Quarter Ended June 30, 2008
		(In millions)
99% Confidence Level, One-Day Holding Period
	Average	$	23.4
	High		33.8
95% Confidence Level, One-Day Holding Period
	Average		17.8
	High		25.7
95% Confidence Level, Ten-Day Holding Period
	Average		56.3
	High		81.4

        The following table details our value at risk for the trading portion of our Global Commodities operation's derivative assets and liabilities subject to mark-to-market accounting over a one-day holding period at a 99% confidence level for the second quarter of 2008:

	Quarter Ended June 30, 2008
	(In millions)
Average	$	16.3
High		21.6

        Due to the inherent limitations of statistical measures such as value at risk and the seasonality of changes in market prices, the value at risk calculation may not reflect the full extent of our commodity price and basis risk exposure. Additionally, actual changes in the value of options may differ from the value at risk calculated using a linear approximation inherent in our calculation method. As a result, actual changes in the fair value of derivative contracts subject to mark-to-market accounting could differ from the calculated value at risk, and such changes could have a material impact on our financial results.

47

        To supplement our value at risk measure for market risk management, other nonstatistical measures of market risk are used. These measures include stress testing, gross and net open positions, position concentrations, and derivative sensitivities.

Wholesale Credit Risk

We actively monitor the credit portfolio of our Global Commodities operation to attempt to reduce the impact of potential counterparty default. The wholesale derivative and nonderivative portfolio of our Global Commodities operation had the following public credit ratings:

		June 30, 2008			December 31, 2007
Rating
	Investment Grade1		29	%		44	%
	Non-Investment Grade2		29			7
	Not Rated		42			49

1

Includes counterparties with an investment grade rating by at least one of the major credit rating agencies. If split rating exists, the lower rating is used.

2

The change is primarily due to increased credit exposures from higher commodity prices during the quarter ended June 30, 2008, rather than new business with non-investment grade counterparties.

        We utilize internal credit ratings to evaluate the creditworthiness of our wholesale customers, including those companies that do not have public credit ratings. The "Not Rated" category in the table above includes counterparties that do not have public credit ratings for which we determine creditworthiness based on internal credit ratings. These counterparties include governmental entities, municipalities, cooperatives, power pools, and certain load-serving entities, marketers, and coal and freight suppliers.

        The following table provides the breakdown of the credit quality of our wholesale business based on our internal credit ratings.

	June 30, 2008			December 31, 2007
Investment Grade Equivalent		39	%		62	%
Non-Investment Grade		61			38

        The decrease in wholesale credit quality during the first half of 2008 primarily reflects the growth of the coal and freight businesses and significantly higher global coal and freight prices, which increased our credit exposure to coal and freight counterparties. We discuss the impact of the commodity price increases, including coal, in more detail on page 28. As a result of the increased credit exposure to these counterparties, the credit quality of our wholesale portfolio declined.

        By location, approximately 69% of our wholesale credit risk exposure is with domestic (U.S. and Canada) counterparties, and 31% is with international counterparties, which includes exposure to emerging markets such as Indonesia.

        Our total exposure, net of collateral, to counterparties across our entire wholesale portfolio is $5.3 billion as of June 30, 2008. The top ten counterparties account for approximately 53% of our total exposure. As shown in the table on the next page, our largest single counterparty concentration is in the coal sector and grew significantly this quarter solely as a result of increasing price levels rather than the addition of new positions.

        If a counterparty were to default on its contractual obligations and we were to liquidate all contracts with that entity, our potential credit loss would include the loss in value of these contracts. This would include contracts accounted for using the mark-to-market, hedge, and accrual accounting methods, the amount owed or due from settled transactions, and a reduction for any collateral held from the counterparty. In addition, if a counterparty were to default under an accrual contract that is currently favorable to us, we may recognize a material adverse impact on our results in the future delivery period to the extent that we are required to replace the contract that is in default with another contract at current market prices. To reduce our credit risk with counterparties, we attempt to enter into agreements that allow us to obtain collateral on a contingent basis, seek third-party guarantees of the counterparty's obligation, and enter into netting agreements that allow us to offset receivables and payables.

        Our total exposure of $5.3 billion, net of collateral, includes both accrual positions prior to being settled and recorded in our Consolidated Balance Sheets and derivatives that are recorded at fair value in our Consolidated Balance Sheets. The portion of our wholesale credit risk related to transactions that are recorded in our Consolidated Balance Sheets primarily relates to open energy commodity positions from our Global Commodities operation that are accounted for using mark-to-market accounting, derivatives that qualify for designation as hedges under SFAS No. 133, as well as amounts owed by wholesale counterparties for transactions that settled but have not yet been paid.

48

        The following table highlights the credit quality and exposures related to those activities recorded in our Consolidated Balance Sheets at June 30, 2008:

Rating	Total Exposure Before Credit Collateral		Credit Collateral		Net Exposure		Number of Counterparties Greater than 10% of Net Exposure		Net Exposure of Counterparties Greater than 10% of Net Exposure
	(In millions)
Investment grade	$	3,204	$	1,558	$	1,646		—	$	—
Split rating		277		8		269		—		—
Non-investment grade		2,230		264		1,966		1		1,759
Internally rated—investment grade		474		68		406		—		—
Internally rated—non-investment grade		1,153		109		1,044		—		—
Total	$	7,338	$	2,007	$	5,331		1	$	1,759

        Due to the possibility of extreme volatility in the prices of energy commodities and derivatives, the market value of contractual positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties. If such a counterparty were then to fail to perform its obligations under its contract (for example, fail to deliver the electricity for which our Global Commodities operation had contracted), we could incur a loss that could have a material impact on our financial results. We discuss our actual credit losses in more detail in the Global Commodities section on page 33.

Interest Rate Risk, Retail Credit Risk, Foreign Currency Risk, and Equity Price Risk

We discuss our exposure to interest rate risk, retail credit risk, foreign currency risk, and equity price risk in the Market Risk section of our 2007 Annual Report on Form 10-K.

49

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We discuss the following information related to our market risk:

•

SFAS No. 133 hedging activities in the Notes to Consolidated Financial Statements beginning on page 21,

•

activities of our Global Commodities operation in the Merchant Energy Business section of Management's Discussion and Analysis on page 33,

•

evaluation of commodity and credit risk in the Market Risk section of Management's Discussion and Analysis beginning on page 47, and

•

changes to our business environment in the Business Environment section of Management's Discussion and Analysis on page 27.

Items 4 and 4(T). Controls and Procedures

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Constellation Energy or BGE have been detected. These inherent limitations include errors by personnel in executing controls due to faulty judgment or simple mistakes, which could occur in situations such as when personnel performing controls are new to a job function or when inadequate resources are applied to a process. Additionally, controls can be circumvented by the individual acts of some persons or by collusion of two or more people.

        The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no absolute assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions or personnel, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Evaluation of Disclosure Controls and Procedures

The principal executive officers and principal financial officer of both Constellation Energy and BGE have evaluated the effectiveness of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the fiscal quarter covered by this quarterly report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, Constellation Energy's and BGE's disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2008, there has been no change in either Constellation Energy's or BGE's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, either Constellation Energy's or BGE's internal control over financial reporting.

50

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We discuss our Legal Proceedings in the Notes to Consolidated Financial Statements beginning on page 20.

Item 1A. Risk Factors

You should consider carefully the following risks, along with the risks described under Item 1A. Risk Factors in our 2007 Annual Report on Form 10-K and the other information contained in this Form 10-Q. The risks and uncertainties described below and in our 2007 Annual Report on Form 10-K are not the only ones that may affect us. Additional risks and uncertainties also may adversely affect our business and operations including those discussed in Item 2. Management's Discussion and Analysis. If any of the following events occur, our business and financial results could be materially adversely affected.

We, and BGE in particular, are subject to extensive local, state and federal regulation that could affect our operations and costs.

We are subject to regulation by federal and state governmental entities, including the Federal Energy Regulatory Commission, the Nuclear Regulatory Commission, the Maryland PSC and the utility commissions of other states in which we have operations. In addition, changing governmental policies and regulatory actions can have a significant impact on us. Regulations can affect, for example, allowed rates of return, requirements for plant operations, recovery of costs, limitations on dividend payments and the regulation or reregulation of wholesale and retail competition (including but not limited to retail choice and transmission costs).

        BGE's distribution rates are subject to regulation by the Maryland PSC, and such rates are effective until new rates are approved. If the Maryland PSC does not approve new rates, BGE might not be able to recover certain costs it incurs. In addition, limited categories of costs are recovered through adjustment charges that are periodically reset to reflect current and projected costs. Inability to recover material costs not included in rates or adjustment clauses, including increases in uncollectible customer accounts that may result from higher gas and electric costs, could have an adverse effect on our, or BGE's, cash flow and financial position.

        Energy legislation enacted in Maryland in June 2006 and April 2007 mandated that the Maryland PSC review Maryland's deregulated electricity market. Although the settlement agreement reached with the State of Maryland terminated certain studies relating to the 1999 deregulation settlement, the State of Maryland and the Maryland PSC is still undertaking a review of the Maryland electric industry and market structure to consider various options for providing standard offer service to residential customers, including reregulation. We cannot at this time predict the final outcome of this review or how such outcome may affect our, or BGE's financial results, but it could be material.

        The regulatory process may restrict our ability to grow earnings in certain parts of our business, cause delays in or affect business planning and transactions and increase our, or BGE's, costs.

Changes in the prices of commodities impact our liquidity requirements.

As a result of the nature of our business, we are exposed to the impact of market fluctuations in the price and transportation costs of electricity, natural gas, coal, uranium and other commodities. We seek to mitigate the effect of these fluctuations through various hedging strategies, which may require the posting of collateral by both us and our counterparties. Changes in the prices of commodities and initial margin requirements for exchange-traded contracts can affect the amount of collateral that must be posted, depending on the particular hedge position. As a result, significant changes in the prices of commodities and margin requirements for exchange-traded contracts could require us to post additional collateral from time to time, which could adversely affect our overall liquidity and ability to finance our operations, which, in turn, could adversely affect our credit ratings.

51

Item 2. Issuer Purchases of Equity Securities

The following table discloses purchases of shares of our common stock made by us or on our behalf for the periods shown below.

Period	Total Number of Shares Purchased1		Average Price Paid for Shares		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Amounts of Shares that May Yet Be Purchased Under the Plans and Programs (at month end)2
April 1 – April 30, 2008		320	$	93.01		—	$	750 million
May 1 – May 31, 2008		119		84.93		—		750 million
June 1 – June 30, 2008		48		85.95		—		750 million
Total		487	$	90.34		—		—

1 Represents shares surrendered by employees to satisfy tax withholding obligations on vested restricted stock.

2 In October 2007, our board of directors approved a common share repurchase program for up to $1 billion of our outstanding common shares. The program is expected to be executed over the 24 months following approval in a manner that preserves flexibility to pursue additional strategic investment opportunities.

52

Item 5. Other Information

Forward Looking Statements

We make statements in this report that are considered forward looking statements within the meaning of the Securities Exchange Act of 1934. Sometimes these statements will contain words such as "believes," "anticipates," "expects," "intends," "plans," and other similar words. We also disclose non-historical information that represents management's expectations, which are based on numerous assumptions. These statements and projections are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. These risks, uncertainties, and factors include, but are not limited to:

•

the timing and extent of changes in commodity prices and volatilities for energy and energy related products including coal, natural gas, oil, electricity, nuclear fuel, freight, and emission allowances, and the impact of such changes on our liquidity requirements,

•

the liquidity and competitiveness of wholesale markets for energy commodities,

•

the effect of weather and general economic and business conditions on energy supply, demand, and prices,

•

the ability to attract and retain customers in our Customer Supply activities and to adequately forecast their energy usage,

•

the timing and extent of deregulation of, and competition in, the energy markets, and the rules and regulations adopted in those markets,

•

uncertainties associated with estimating natural gas reserves, developing properties, and extracting natural gas,

•

regulatory or legislative developments federally, in Maryland, or in other states that affect deregulation, the price of energy, transmission or distribution rates and revenues, demand for energy, or increases in costs, including costs related to nuclear power plants, safety, or environmental compliance,

•

the ability of our regulated and nonregulated businesses to comply with complex and/or changing market rules and regulations,

•

the ability of BGE to recover all its costs associated with providing customers service,

•

the conditions of the capital markets, interest rates, foreign exchange rates, availability of credit facilities to support business requirements, liquidity, and general economic conditions, as well as Constellation Energy and BGE's ability to maintain their current credit ratings,

•

the effectiveness of Constellation Energy's and BGE's risk management policies and procedures and the ability and willingness of our counterparties to satisfy their financial and performance commitments,

•

operational factors affecting commercial operations of our generating facilities (including nuclear facilities) and BGE's transmission and distribution facilities, including catastrophic weather-related damages, unscheduled outages or repairs, unanticipated changes in fuel costs or availability, unavailability of coal or gas transportation or electric transmission services, workforce issues, terrorism, liabilities associated with catastrophic events, and other events beyond our control,

•

the actual outcome of uncertainties associated with assumptions and estimates using judgment when applying critical accounting policies and preparing financial statements, including factors that are estimated in determining the fair value of energy contracts, such as the ability to obtain market prices and, in the absence of verifiable market prices, the appropriateness of models and model inputs (including, but not limited to, estimated contractual load obligations, unit availability, forward commodity prices, interest rates, correlation and volatility factors),

•

changes in accounting principles or practices,

•

losses on the sale or write down of assets due to impairment events or changes in management intent with regard to either holding or selling certain assets,

•

the ability to successfully identify and complete acquisitions and sales of businesses and assets, and

•

cost and other effects of legal and administrative proceedings that may not be covered by insurance, including environmental liabilities.

        Given these uncertainties, you should not place undue reliance on these forward looking statements. Please see the other sections of this report and our other periodic reports filed with the Securities and Exchange Commission for more information on these factors. These forward looking statements represent our estimates and assumptions only as of the date of this report.

        Changes may occur after that date, and neither Constellation Energy nor BGE assume responsibility to update these forward looking statements.

53

Item 6. Exhibits

Exhibit No. 3(a)		Articles of Amendment to the Charter of Constellation Energy Group, Inc. as of July 21, 2008.
Exhibit No. 3(b)	*	Bylaws of Constellation Energy Group, Inc., as amended to July 18, 2008 (Designated as Exhibit No. 3 to the Current Report on Form 8-K dated July 18, 2008, File No. 1-12869.)
Exhibit No. 4(a)		Indenture dated June 19, 2008, between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee.
Exhibit No. 4(b)	*	First Supplemental Indenture between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee, dated as of June 27, 2008 (Designated as Exhibit No. 4(a) to the Current Report on Form 8-K dated June 30, 2008, File No. 12869).
Exhibit No. 4(c)	*	Replacement Capital Covenant dated June 27, 2008 (Designated as Exhibit No. 4(b) to the Current Report on Form 8-K dated June 30, 2008, File No. 1-12869).
Exhibit No. 10(a)		Constellation Energy Group, Inc. Executive Supplemental Benefits Plan, as amended and restated.
Exhibit No. 12(a)		Constellation Energy Group, Inc. Computation of Ratio of Earnings to Fixed Charges.
Exhibit No. 12(b)		Baltimore Gas and Electric Company Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Dividend Requirements.
Exhibit No. 31(a)		Certification of Chairman of the Board, President, and Chief Executive Officer of Constellation Energy Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 31(b)		Certification of Executive Vice President and Chief Financial Officer of Constellation Energy Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 31(c)		Certification of President and Chief Executive Officer of Baltimore Gas and Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 31(d)		Certification of Senior Vice President and Chief Financial Officer of Baltimore Gas and Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 32(a)		Certification of Chairman of the Board, President, and Chief Executive Officer of Constellation Energy Group, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 32(b)		Certification of Executive Vice President and Chief Financial Officer of Constellation Energy Group, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 32(c)		Certification of President and Chief Executive Officer of Baltimore Gas and Electric Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 32(d)		Certification of Senior Vice President and Chief Financial Officer of Baltimore Gas and Electric Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Incorporated by reference

54

SIGNATURE

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

	CONSTELLATION ENERGY GROUP, INC. (Registrant)
	BALTIMORE GAS AND ELECTRIC COMPANY (Registrant)
Date: August 11, 2008	/s/ JOHN R. COLLINS John R. Collins, Executive Vice President of Constellation Energy Group, Inc. and Senior Vice President of Baltimore Gas and Electric Company, and as Principal Financial Officer of each Registrant

55

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TABLE OF CONTENTS
PART 1—FINANCIAL INFORMATION
Item 1—Financial Statements
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management's Discussion
Introduction and Overview
Strategy
Business Environment
Events of 2008
Asset Sales
Financing Activities
Maryland Settlement Agreement
Commodity Prices
Results of Operations for the Quarter and Six Months Ended June 30, 2008 Compared with the Same Periods of 2007
Financial Condition
Capital Resources
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Items 4 and 4(T). Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Issuer Purchases of Equity Securities
Item 5. Other Information
Item 6. Exhibits
SIGNATURE

EX-3.(A)

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Exhibit 3(a)

CONSTELLATION ENERGY GROUP, INC.
ARTICLES OF AMENDMENT

        CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the "Corporation"), hereby certifies that:

        FIRST: The charter of the Corporation is hereby amended by deleting from the first sentence of paragraph (a) of Article SIXTH the words "The total amount of capital stock that the Corporation is authorized to issue is two hundred seventy-five million (275,000,000) shares, classified as follows:" and inserting in place thereof the following:

"The total amount of capital stock that the Corporation is authorized to issue is six hundred twenty-five million (625,000,000) shares, classified as follows:"

        SECOND: The charter of the Corporation is hereby amended by deleting subparagraph (a)(ii) of Article SIXTH in its entirety and inserting in place thereof the following:

"(ii)

the balance, six hundred million (600,000,000) shares, without par value, is Common Stock."

        THIRD: (a) Immediately before the amendment, the total number of shares of stock of all classes that the Corporation has authority to issue is 275,000,000, of which 25,000,000 are classified as Preferred Stock, par value $.01 per share, and 250,000,000 are classified as Common Stock, without par value.

        (b)   As amended, the total number of shares of stock of all classes that the Corporation has authority to issue is 625,000,000, of which 25,000,000 are classified as Preferred Stock, par value $0.01 per share, and 600,000,000 are classified as Common Stock, without par value.

        (c)   The aggregate par value of all shares of authorized stock of the Corporation that have par value before the amendment and as amended is $250,000. The amendment effects an increase of 350,000,000 shares of the authorized stock of the Corporation without par value.

        (d)   The amendments contemplated herein do not change the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption of any classes of stock.

        FOURTH: The amendments to the charter of the Corporation set forth in these Articles of Amendment were advised by the board of directors of the Corporation and approved by the stockholders of the Corporation in accordance with the provisions of the Maryland General Corporation Law and the Corporation's charter and bylaws.

        IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf on this 18th day of July 2008 by the Vice President and Secretary of the Corporation, who acknowledges that these Articles of Amendment are the act of the Corporation and, as to all matters or facts required to be acknowledged or verified under oath, that, to the best of his knowledge, information and belief and under penalties for perjury, all matters and facts contained in these Articles of Amendment are true in all respects.

ATTEST:	CONSTELLATION ENERGY GROUP, INC.
/s/ SEAN J. KLEIN Sean J. Klein Assistant Secretary	By:	/s/ CHARLES A. BERARDESCO Charles A. Berardesco Vice President and Secretary

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Exhibit 3(a)

CONSTELLATION ENERGY GROUP, INC. ARTICLES OF AMENDMENT

EX-4.(A)

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Exhibit 4(a)

EXECUTION COPY

CONSTELLATION ENERGY GROUP, INC.

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

AS TRUSTEE

INDENTURE

DATED AS OF JUNE 19, 2008

TABLE OF CONTENTS

	PAGE
ARTICLE 1 DEFINITIONS
Section 1.01. Definitions	1
Section 1.02. Rules of Construction	5
ARTICLE 2 THE SECURITIES
Section 2.01. Forms of Securities	6
Section 2.02. Authentication Agent and Form of Certificate of Authentication	6
Section 2.03. Global Securities	7
ARTICLE 3 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
Section 3.01. Title, Amount and Terms of Securities	7
Section 3.02. Denominations, Dates, Interest Payment and Record Dates, and Place of Payment	8
Section 3.03. Execution of Securities	8
Section 3.04. Exchange and Registration of Transfer of Securities	9
Section 3.05. Mutilated, Destroyed, Lost or Stolen Securities	10
Section 3.06. Temporary Securities	10
Section 3.07. Cancellation of Securities Paid, etc	11
Section 3.08. Cusip Numbers	11
Section 3.09. Transfers And Exchange Of Global Securities	11
Section 3.10. Cancellation And/or Adjustment Of Global Securities	17
Section 3.11. Legends	18
ARTICLE 4 REDEMPTION
Section 4.01. Applicability of this Article	19
Section 4.02. Election to Redeem: Notices to Trustee	19
Section 4.03. Selection of Securities to be Redeemed	20
Section 4.04. Notice of Redemption	20
Section 4.05. Deposit of Redemption Price	21
Section 4.06. Payment of Securities Called for Redemption	21
Section 4.07. Delegation of Duties by Trustee	21
ARTICLE 5 COVENANTS
Section 5.01. Payment of Principal and Interest	21
Section 5.02. Maintenance of Office or Agency	21
Section 5.03. To Fill a Vacancy in the Office of Trustee	22
Section 5.04. Appointment of Paying Agents; Money for Security Payments to be Set Aside in Trust; Transfer or Moneys Held by Paying Agents	22
Section 5.05. Maintenance of Corporate Existence, Rights and Franchises	23
Section 5.06. Certificate as to No Default	23
Section 5.07. Calculation of Original Issue Discount	23

i

	PAGE
ARTICLE 6 SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE
Section 6.01. Securityholder Lists	23
Section 6.02. Intentionally Omitted.	23
Section 6.03. Reports by the Corporation	23
Section 6.04. Reports by the Trustee	24
ARTICLE 7 DEFAULTS AND REMEDIES
Section 7.01. Events Of Default	24
Section 7.02. Payment of Securities on Default; Suit Therefor	26
Section 7.03. Application of Moneys Collected by Trustee	27
Section 7.04. Proceedings by Securityholders	27
Section 7.05. Proceedings by Trustee	28
Section 7.06. Remedies Cumulative and Continuing	28
Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Securityholders	28
Section 7.08. Notice of Defaults	29
Section 7.09. Undertaking to Pay Costs	29
ARTICLE 8 TRUSTEE
Section 8.01. Duties of Trustee	29
Section 8.02. Reliance on Documents, Opinions, etc	30
Section 8.03. No Responsibility for Recitals, etc	31
Section 8.04. Trustee, Paying Agent, Conversion Agent or Registrar May Own Securities	31
Section 8.05. Moneys to be Held in Trust	31
Section 8.06. Compensation and Expenses of Trustee	31
Section 8.07. Officers' Certificate as Evidence	32
Section 8.08. Conflicting Interest of Trustee	32
Section 8.09. Eligibility of Trustee	32
Section 8.10. Resignation or Removal of Trustee	32
Section 8.11. Acceptance by Successor Trustee	33
Section 8.12. Succession by Merger, etc	34
Section 8.13. Trustee's Application for Instructions from the Corporation	35
Section 8.14. Preferential Collection of Claims Against the Corporation	35
ARTICLE 9 CONCERNING THE SECURITYHOLDERS
Section 9.01. Action by Securityholders	35
Section 9.02. Proof of Execution by Securityholders	35
Section 9.03. Who Are Deemed Absolute Owners	35
Section 9.04. Corporation-Owned Securities Disregarded	36
Section 9.05. Revocation of Consents; Future Holders Bound	36

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	PAGE
ARTICLE 10 SECURITYHOLDERS' MEETINGS
Section 10.01. Purposes of Meetings	36
Section 10.02. Call of Meetings by Trustee	36
Section 10.03. Call of Meetings by Corporation or Securityholders	37
Section 10.04. Qualifications for Voting	37
Section 10.05. Regulations	37
Section 10.06. Voting	37
Section 10.07. Written Consent in Lieu of Meeting	38
ARTICLE 11 SUPPLEMENT INDENTURES
Section 11.01. Supplemental Indentures Without Consent of Securityholders	38
Section 11.02. Supplemental Indentures with Consent of Securityholders	39
Section 11.03. Compliance with Trust Indenture Act; Effect of Supplemental Indenture	39
Section 11.04. Notation on Securities	40
Section 11.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	40
ARTICLE 12 CONSOLIDATION, MERGER AND SALE
Section 12.01. Corporation May Consolidate, etc., on Certain Terms	40
Section 12.02. Successor Corporation to Be Substituted	40
Section 12.03. Opinion of Counsel to Be Given to Trustee	41
ARTICLE 13 SATISFACTION AND DISCHARGE
Section 13.01. Satisfaction and Discharge of Indenture	41
Section 13.02. Deposited Moneys to Be Held in Trust by Trustee	41
Section 13.03. Paying Agent to Repay Moneys Held	41
Section 13.04. Return of Unclaimed Moneys	42
ARTICLE 14 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
Section 14.01. Indenture and Securities Solely Corporate Obligations	42
ARTICLE 15 SINKING FUNDS
Section 15.01. General	42
Section 15.02. Satisfaction of Sinking Fund Payments with Securities	42
Section 15.03. Redemption of Securities for Sinking Fund	43

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	PAGE
ARTICLE 16 CONVERSION OF SECURITIES
Section 16.01. Conversion Privilege and Conversion Rate	43
Section 16.02. Exercise of Conversion Privilege	43
Section 16.03. Fractions of Shares	44
Section 16.04. Adjustment of Conversion Rate	44
Section 16.05. Notice of Adjustments of Conversion Rate	49
Section 16.06. Notice of Certain Corporate Action	49
Section 16.07. Corporation to Reserve Common Stock; Registration; Listing	50
Section 16.08. Taxes on Conversions	50
Section 16.09. Covenant as to Common Stock	50
Section 16.10. Cancellation of Converted Securities	50
Section 16.11. Provision in Case of Consolidation, Merger Or Sale Of Assets	51
Section 16.12. Responsibility of Trustee for Conversion Provisions	51
ARTICLE 17 MISCELLANEOUS PROVISIONS
Section 17.01. Provisions Binding on Corporation's Successors	52
Section 17.02. Official Acts by Successor Corporation	52
Section 17.03. Notices	52
Section 17.04. Communication by Securityholders with Other Securityholders	53
Section 17.05. Evidence of Compliance with Conditions Precedent	53
Section 17.06. Governing Law	53
Section 17.07. Trust Indenture Act to Control	53
Section 17.08. No Adverse Interpretation of Other Agreements	54
Section 17.09. Severability	54
Section 17.10. Counterpart Originals	54
Section 17.11. Table of Contents, Headings, etc	54
Section 17.12. USA Patriot Act	54
Exhibits
Exhibit A Form of Fixed Rate Unsecured Debt Securities	A-1
Exhibit B Form of Floating Rate Unsecured Debt Securities	B-1
Exhibit C Form of Zero Coupon Unsecured Debt Securities	C-1
Exhibit D Form of Certificate of Transfer	D-1
Exhibit E Form of Certificate of Exchange	E-1

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CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)		8.09
(a)(2)		8.09
(a)(3)		N/A
(a)(4)		N/A
(b)		8.08; 8.10
(c)		N/A
311(a)		8.14
(b)		8.14
(c)		N/A
312(a)		6.01
(b)		17.04
(c)		17.04
313(a)		6.04
(b)(1)		N/A
(b)(2)		6.04
(c)		6.04
(d)		6.04
314(a)		6.03
(b)		N/A
(c)(1)		6.03, 17.05
(c)(2)		6.03, 17.05
(c)(3)		6.03, 17.05
(d)		N/A
(e)		17.05
(f)		N/A
315(a)		8.01
(b)		7.08
(c)		8.01
(d)		8.01
(e)		7.09
316(a) (last sentence)		9.04
(a)(1)(A)		7.07
(a)(1)(B)		7.07
(a)(2)		N/A
(b)		7.04
317(a)(1)		7.02
(a)(2)		7.02
(b)		5.04
318(a)		17.07

N/A means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

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        THIS INDENTURE, dated as of June 19, 2008 between CONSTELLATION ENERGY GROUP, INC. a corporation duly organized and existing under the laws of the State of Maryland (as further defined below, the "Corporation"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, a New York banking corporation duly organized and existing under the laws of the State of New York (as further defined below, the "Trustee").

WITNESSETH:

        WHEREAS, for its lawful corporate purposes, the Corporation has duly authorized the issue of its unsecured debt securities from time to time in series (all such series of debt securities are herein collectively called the "Securities"), unlimited as to principal amount and, to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Corporation has duly authorized the execution and delivery of this Indenture; and

        WHEREAS, all acts and things necessary to constitute these presents a valid agreement according to its terms have been done and performed, and the execution and delivery of this Indenture have in all respects been duly authorized, and the Corporation proposes to do all acts and things necessary to make the Securities, when executed by the Corporation and authenticated and delivered by the Trustee, as in this Indenture provided, and issued, the valid, binding and legal obligations of the Corporation;

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        That in order to declare the terms and conditions upon which the Securities are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Securities by the holders thereof, the Corporation covenants and agrees with the Trustee for the equal and proportionate benefit, except as otherwise expressly provided in this Indenture, of the respective holders from time to time of the Securities as follows:

ARTICLE 1
DEFINITIONS

        Section 1.01.    Definitions.    The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture as originally executed.

        "Affiliate" of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control", when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Applicable Procedures" means, with respect to any transfer or transaction involving Convertible Securities of any series issued in global form or beneficial interest therein, the rules and procedures of the Depositary for such series, in each case to the extent applicable to such transaction and as in effect from time to time.

        "Board of Directors" means the board of directors of the Corporation or any duly authorized committee thereof or any directors or officers of the Corporation to whom such Board of Directors or such committee shall have duly delegated its authority to act hereunder.

        "Board Resolution" means a resolution of the Board of Directors or of any duly authorized committee of the Board of Directors or the written declaration of any director or officer of the

Corporation to whom the Board of Directors or such committee shall have duly delegated its authority to act with respect to the matter covered by such declaration, a copy of which has been certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors, such committee, or such director or officer, as the case may be, and to be in full force and effect on the date of such certification, which certification shall, in the case of any action taken by any such duly authorized committee, director or officer, include a copy of the resolution or resolutions of the Board of Directors, and/or committee thereof, establishing the authority of the committee, director or officer with respect to the action taken.

        "Business Day" means any day other than a Legal Holiday.

        "Closing Price Per Share" means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on such day or, if no such sale takes place on such date, the average of the reported closing bid and asked prices regular way of such Common Stock, in each case on the principal national securities exchange on which such Common Stock is listed, if the Common Stock is listed on a national securities exchange, or the National Market System of the National Association of Securities Dealers, Inc. or, if the Common Stock is not quoted or admitted to trading on such quotation system, on the principal quotation system on which the Common Stock is listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similarly generally accepted reporting service, or, if not so available in such manner, as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of the Corporation for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors of the Corporation.

        "Common Stock" means the Common Stock, no par value, of the Corporation authorized at the date of this instrument as originally executed or as such stock may be constituted from time to time (including upon a change in the par value of such securities). Subject to the provisions of Section 16.11 of this Indenture, shares issuable on conversion of Convertible Securities shall include only shares of Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Convertible Securities shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

        "Conversion Agent" means any person authorized by the Corporation to convert Convertible Securities in accordance with Article 16 hereof. Unless otherwise specified in or pursuant to the Board Resolution establishing any series of Convertible Securities, the Corporation initially appoints the Trustee to act as Conversion Agent.

        "Conversion Rate" has the meaning specified in Section 16.01 of this Indenture.

        "Convertible Securities" means any series of Securities convertible into Common Stock.

        "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 17.03 or such other address as to which the Trustee may give notice to the Corporation.

        "Corporation" means Constellation Energy Group, Inc., a Maryland corporation, and any successor thereto.

        "Corporation Request" means a written request or order signed in the name of the Corporation by (i) its Chairman of the Board, President and Chief Executive Officer, a Vice President or the Treasurer

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and by (ii) its principal financial officer, Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

        "Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

        "Depositary" means, with respect to the Securities of any series issuable or issued in global form, the person specified in Section 3.01(j) as the Depositary with respect thereto, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

        "Definitive Security" means a certificated Security registered in the name of the Holder thereof and issued in accordance with Section 3 hereof, substantially in the form of Exhibit A, B or C hereto except that such Security shall not bear the Global Security Legend and shall not have the "Schedule of Exchanges of Interests in the Global Security" attached thereto.

        "Discounted Security" means any Security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01.

        "Event of Default" means any event specified in Section 7.01, continued for the period of time, if any, and after the giving of the notice, if any, therein designated.

        "Federal Bankruptcy Code" shall mean Title 11 of the United States Code.

        "Global Security Legend" means the legend set forth in Section 3.11(b) which is required to be placed on all Global Securities issued under this Indenture.

        "Global Security(ies)" means, individually and collectively, each of the Restricted Global Securities and the Unrestricted Global Securities, substantially in the form of Exhibit A, B or C hereto that bears the Global Security Legend and that has the "Schedule of Exchanges of Interests in the Global Security" attached thereto, issued in accordance with Section 3.01(j) or Section 3.09(c)(ii) hereof.

        "Indenture" means this Indenture, as amended or supplemented from time to time, and shall include the form of each particular series of Securities established as provided in Section 2.01.

        "Indirect Participant" means a person who holds a beneficial interest in a Global Security through a Participant.

        "Legal Holiday" means a Saturday, a Sunday or a day on which commercial banking institutions in New York State or The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

        "Officer" means, with respect to the Corporation, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Executive Vice President, Senior Vice President or Vice President of the Corporation.

        "Officers' Certificate" means a certificate signed on behalf of the Corporation by two Officers of the Corporation, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Corporation, that meets the requirements of Section 17.05.

        "Opinion of Counsel" means an opinion from legal counsel that includes the statements provided for in Section 17.05 if and to the extent required by the provisions of such Section. The counsel may be an employee of or counsel to the Corporation.

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        "Outstanding", when used with reference to Securities and subject to the provisions of Section 9.04, means, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:

        (1)   Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

        (2)   Securities or portions thereof, for the payment of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Corporation) or shall have been set aside and segregated in trust by the Corporation (if the Corporation shall act as its own paying agent); and

        (3)   Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 3.05, or which shall have been paid, unless proof satisfactory to the Trustee is presented that any such Securities are held by any person in whose hands any of such Securities is a legal, valid and binding obligation of the Corporation.

        In determining whether the holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discounted Security shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01.

        When used with respect to Convertible Securities, the term "Outstanding" shall have the same meaning as provided above, except that Securities converted into Common Stock pursuant to Article 16 of this Indenture shall not be considered Outstanding.

        "Participant" means a person who has an account with the Depositary.

        "principal" of any debt means the principal amount of such debt, (or if such debt was issued with original issue discount, the face amount of such debt less the remaining unamortized portion of the original issue discount of such debt), together with, unless the context otherwise indicates, any premium then payable on such debt.

        "Private Placement Legend" means the legend set forth in Section 3.11(a) to be placed on all Securities issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

        "Prospectus" means a prospectus, filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 424(b) or (c) promulgated under the Securities Act of 1933, as amended, which sets forth the terms of the Securities described therein.

        "QIB" means a "qualified institutional buyer" as defined in Rule l44A.

        "Record Date Period" means the period from the close of business of any regular record date next preceding any interest payment date to the opening of business on such interest payment date.

        "Redemption Date," when used with respect to any Convertible Security to be redeemed, means the date fixed for such redemption by or pursuant to Article 4 of the Indenture.

        "Register" has the meaning assigned to such term in Section 3.04.

        "Registrar" means a person engaged to maintain the Register.

        "Responsible Officer" means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Office of the Trustee, including any managing director, director, vice president, assistant vice president, assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct

4

responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

        "Restricted Definitive Security" means a Definitive Security bearing the Private Placement Legend.

        "Restricted Global Security" means a Global Security bearing the Private Placement Legend.

        "Rule 144" means Rule 144 promulgated under the Securities Act.

        "Rule 144A" means Rule 144A promulgated under the Securities Act.

        "Securities Act" means the Securities Act of 1933.

        "Security" or "Securities" means any debt security or debt securities, as the case may be, authenticated and delivered under this Indenture in temporary or permanent form and global or definitive form.

        "Securityholder" or "holder of Securities" or other similar terms, means any person in whose name at the time a particular Security is registered on the books of the Corporation kept for that purpose in accordance with the terms hereof.

        "Series" when used with respect to the Securities shall mean all Securities described in a Board Resolution as being part of any particular series.

        "Subsidiary" means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Corporation or by one or more other Subsidiaries, or by the Corporation and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock or other similar interests in the corporation which ordinarily has or have voting power for the election of directors, or persons performing similar functions, whether at all times or only so long as no senior class of stock or other interests has or have such voting power by reason of any contingency.

        "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the Trust Indenture Act; except as provided in Section 11.03.

        "Trustee" means Deutsche Bank Trust Company Americas until a successor replaces Deutsche Bank Trust Company Americas in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

        "Unrestricted Definitive Security" means one or more Definitive Securities that do not bear and, pursuant to Section 3.11, are not required to bear the Private Placement Legend.

        "Unrestricted Global Security" means one or more Global Securities that do not bear and, pursuant to Section 3.11, are not required to bear the Private Placement Legend.

        "Yield to Maturity", when used with respect to any Discounted Security shall mean the yield to maturity, if any, set forth on the face of such Security.

        Section 1.02.    Rules of Construction.    Unless the context otherwise requires:

        (a)   a term has the meaning assigned to it;

        (b)   "or" is not exclusive and "including" means "including without limitation";

        (c)   words in the singular include the plural, and in the plural include the singular;

5

        (d)   references to sections of or rules under the Securities Act of 1933 or the Securities Exchange Act of 1934 shall be deemed to include substitute, replacement or successor sections or rules adopted from time to time;

        (e)   references to any statute, law, rule or regulation shall be deemed to refer to the same as from time to time amended and in effect and to any successor statute, law, rule or regulation; and

        (f)    any transaction or event shall be considered "permitted by" or made "in accordance with" or "in compliance with" this Indenture or any particular provision thereof if such transaction or event is not expressly prohibited by this Indenture or such provision, as the case may be.

ARTICLE 2
THE SECURITIES

        Section 2.01.    Forms of Securities.    The Securities shall be in such form or forms as shall be established by or pursuant to a Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements imprinted thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval).

        Prior to the delivery of a Security in any such form to the Trustee for authentication, the Corporation shall deliver to the Trustee the following:

        (a)   a written order of the Corporation requesting the Trustee's authentication and delivery of the Securities;

        (b)   the Board Resolution by or pursuant to which such form of Security has been approved, and, if a form of security is to be approved by officer action pursuant to a Board Resolution, an Officers' Certificate describing the action taken;

        (c)   an Officers' Certificate dated the date such certificate is delivered to the Trustee, stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such form have been complied with; and

        (d)   an Opinion of Counsel stating that Securities in such form when completed by appropriate insertions and executed and delivered by the Corporation to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors, and sold in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Corporation entitled to the benefits of this Indenture, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as, such counsel shall conclude do not materially affect the rights of holders of such Securities.

        The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or otherwise in any manner as determined by the officers executing the same (execution thereof to be conclusive evidence of such approval).

        Section 2.02.    Authentication Agent and Form of Certificate of Authentication.    The Corporation hereby appoints the Trustee as an authentication agent for the Securities. The Corporation may designate one or more additional authentication agent(s) for all of the Securities or for one or more series of the Securities; provided that the Trustee must consent in writing to such designation.

6

        The following shall be the form of Certificate of Authentication provided by the Trustee or any authentication agent.

        This is one of the Securities of the series designated herein issued under the Indenture described herein.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	Authorized Signatory
	Dated:

        Section 2.03.    Global Securities.    If the Corporation shall establish pursuant to Section 3.01(j) that the Securities of all or part of a series are to be issued in whole or in part in the form of a Global Security, such Global Security shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary and shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions.

ARTICLE 3
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

        Section 3.01.    Title, Amount and Terms of Securities.    The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities may be issued in an aggregate principal amount up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution.

        The Securities may be issued in one or more series, the terms of each of which shall be determined in or pursuant to a Board Resolution. With respect to each series of Securities, the following terms shall be specified in the Board Resolution relating thereto, or in an Officers' Certificate detailing any actions taken pursuant to the Board Resolutions relating thereto:

        (a)   the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);

        (b)   any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Sections 3.04, 3.05, 3.06, 3.09, 3.10, 4.06 or 11.04);

        (c)   the date or dates on which the principal of the Securities of that series is payable;

        (d)   the rate or rates, or the method to be used in establishing the rate or rates, at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that series;

        (e)   if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;

        (f)    the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;

        (g)   the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the

7

period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

        (h)   if other than denominations of $1,000 and any integral multiple thereof are to be authorized, the denominations in which Securities of that series shall be issuable;

        (i)    if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01;

        (j)    if any of such Securities are to be issuable in global form, (i) when any of such Securities are to be issuable in global form; (ii) whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other than in the manner specified in Section 3.04 hereof, and (iii) the name of the Depositary with respect to any Global Security, provided that a Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and

        (k)   any other terms of that series.

        Section 3.02.    Denominations, Dates, Interest Payment and Record Dates, and Place of Payment.    In the absence of any provision to the contrary with respect to the Securities of any particular series, the Securities shall be issuable as registered Securities without coupons in the denominations of $1,000 and any multiple of $1,000. Every Security shall be dated the date of its authentication and shall bear interest, if any, from the date specified in the Board Resolution authorizing the issuance thereof.

        The person in whose name any Security is registered at the close of business on any record date (as hereinafter in this Section 3.02 defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Security upon any registration of transfer or exchange subsequent to the record date and prior to such interest payment date; provided, however, that if and to the extent the Corporation shall Default in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose names outstanding Securities are registered at the close of business on a subsequent record date established by notice given by mail by or on behalf of the Corporation to the holders of Securities not less than 15 days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest. As used in this Section 3.02, the term "record date" for the interest payable on any Security on any interest payment date (except a date for payment of defaulted interest) shall mean the date, if any, specified in such Security as the "record date" for the interest payable on such Security on any interest payment date for such Security (except a date for payment of defaulted interest on such Security).

        In the absence of any provision to the contrary with respect to the Securities of any particular series, payment of principal of (and premium, if any) and interest, if any, on the Securities of all series shall be made at the Corporate Office of the Trustee, or at any agency to be maintained by the Corporation for such purpose; provided, however, that payments of installments of interest, if any, on such Securities may be made at the option of the Corporation by check mailed to the addresses of the persons entitled thereto as such addresses appear in the Security Register provided for in Section 3.04.

        Section 3.03.    Execution of Securities.    The Securities shall be signed in facsimile in the name and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, Vice Chairman, President or any Vice President of the Corporation, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise), attested by its Secretary or an Assistant Secretary. Only such Securities as shall bear thereon a certificate of authentication

8

substantially in the form set forth in Section 2.02, executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

        In case any officer of the Corporation who shall have signed any of the Securities, shall cease to be such officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Corporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Corporation; and any Security may be signed on behalf of the Corporation by such persons as, at the actual date of the execution of such Security shall be the proper officers of the Corporation, although at the date of the execution of this Indenture any such person was not such an officer.

        Section 3.04.    Exchange and Registration of Transfer of Securities.    The Corporation shall keep at the Corporate Office of the Trustee a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for registration of Securities and registration of transfers of Securities as provided in this Article 3. Such Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times with reasonable prior notice such Register shall be open for inspection by the Trustee and the Corporation. The Trustee is hereby appointed Registrar for the purpose of registering Securities and registering the transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency and compliance in full with the conditions of this Section 3.04, the Corporation shall execute, the Registrar shall register, and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for an equal aggregate principal amount.

        Securities of any series may be exchanged for an equal aggregate principal amount of Securities of other authorized denominations of the same series. Securities to be exchanged shall be surrendered at the Corporate Office of the Trustee or at any agency to be maintained by the Corporation for such purpose, as provided in Section 5.02, and the Corporation shall execute and register, and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Securityholder making the exchange shall be entitled to receive.

        All Securities presented for registration of transfer or for exchange or payment shall (if so required by the Corporation or the Registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation and the Security registrar duly executed by, the holder or his attorney duly authorized in writing.

        No service charge shall be made for any exchange or registration of transfer of Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

        Unless otherwise specified with respect to the Securities of a specific series as contemplated by Section 3.01(j), if at any time a Depositary for any Securities of a series issued in global form notifies the Corporation that it is unwilling or unable to continue as Depositary for such Securities or if at any time a Depositary for any Securities of such series issued in global form shall no longer be eligible under the last clause of Section 3.01(j), the Corporation shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for such Securities is not appointed by the Corporation within 90 calendar days after the Corporation receives such notice or becomes aware of such ineligibility, or if an Event of Default with respect to such Securities has occurred and is continuing, such Securities shall, notwithstanding the terms of the Securities of such series established pursuant to Section 3.01(j), no longer be issued in global form and the Corporation will execute, and

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the Trustee, upon receipt of the Corporation's written order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, in exchange for such Global Security from the Depositary, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of each Global Security previously delivered to such Depositary and having like terms and conditions.

        The Corporation may at any time and in its sole discretion determine that the Securities of any series issued in the form of a Global Security shall no longer be represented by such Global Security. In such event the Corporation will execute, and the Trustee, upon receipt of the Corporation's written order for the authentication and delivery of definitive Securities of such series, will authenticated and deliver, in exchange for such Global Security, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of the Securities no longer to be represented by such Global Security and having like terms and conditions.

        Section 3.05.    Mutilated, Destroyed, Lost or Stolen Securities.    In case any temporary or permanent Security shall become mutilated or be destroyed, lost or stolen, the Corporation in its discretion may execute, and upon the Corporation's written request the Trustee shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Corporation, to the Security registrar, any paying agent and to the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Corporation, to the Security registrar, to any paying agent and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

        The Trustee may authenticate any substituted Security and deliver the same upon the written request or authorization of any officer of the Corporation. Upon the issuance of any substituted Security, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses, including counsel fees of the Corporation, the Trustee, any paying agent or Security registrar connected therewith. In case any Security which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Corporation may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, to the Security registrar, any paying agent and to the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Corporation, the Security registrar and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.

        Every substituted Security issued pursuant to the provisions of this Section 3.05 by virtue of the fact that any Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be enforceable at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude to the extent permitted by law any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

        Section 3.06.    Temporary Securities.    Pending the preparation of permanent Securities of any series, the Corporation may execute and the Trustee shall authenticate and deliver temporary Securities (printed or lithographed) of such series. Temporary Securities of any series shall be issuable in any

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authorized denomination, and substantially in the form of the permanent Securities of such series, but with such omissions, insertions and variations as may be appropriate for temporary Securities of such series, all as may be determined by the Corporation. Every such temporary Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the permanent Securities of such series. Without unreasonable delay the Corporation will execute and deliver to the Trustee permanent Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange therefore at the Corporate Office of the Trustee or at any agency to be maintained by the Corporation for such purpose as provided in Section 5.02, and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of permanent Securities of such series. Such exchange shall be made by the Corporation at its own expense and without any charge therefore except that the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under, and be subject to the terms and conditions of, this Indenture as permanent Securities of the same series authenticated and delivered hereunder.

        Section 3.07.    Cancellation of Securities Paid, etc.    All Securities surrendered for the purpose of payment, exchange or registration of transfer shall, if surrendered to the Corporation or any agent for exchange and registration of transfer, be surrendered to the Trustee for cancellation and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of such cancelled securities in its customary manner. If the Corporation shall acquire any of the Securities, however, such acquisition shall not operate as a satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation.

        Section 3.08.    Cusip Numbers.    The Corporation in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Securityholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Corporation will promptly notify the Trustee of any change in the "CUSIP" numbers.

        Section 3.09.    Transfers And Exchange Of Global Securities.    Notwithstanding any provisions to the contrary set forth in this Article One hereof, the following terms and conditions shall govern the transfer and exchange of the Securities.

        (a)    Transfer and Exchange of Global Securities.    A Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Securities will be exchanged by the Corporation for Definitive Securities if (i) the Corporation delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Corporation within 90 days after the date of such notice from the Depositary, (ii) the Corporation in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for individual Securities and delivers a written notice to such effect to the Trustee or (iii) an Event of Default shall have occurred and be continuing with respect to the Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the

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Depositary shall instruct the Trustee. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 3.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 3.09, however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 3.09(b) or (c) hereof.

        (b)    Transfer And Exchange Of Beneficial Interests In The Global Securities.    The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in any Restricted Global Security bearing the Private Placement Legend shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (a) or (b) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

        (i)    Transfer of Beneficial Interests in the Same Global Security.    Beneficial interests in any Restricted Global Security may be transferred to persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to register the transfers described in this Section 3.09(b)(i).

        (ii)    All Other Transfers and Exchanges of Beneficial Interests in Global Securities.    In connection with all transfers and exchanges of beneficial interests that are not subject to Section 3.09(b)(i) above, the transferor of such beneficial interest must deliver to the Depositary either (1) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in the Global Security, or in another Global Security in the case of an exchange, in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (2) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given by the Depositary to the Registrar containing information regarding the person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (A) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security(s) pursuant to 0 hereof.

        (iii)    Transfer of Beneficial Interests to Another Restricted Global Security.    A beneficial interest in any Restricted Global Security may be transferred to a person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 3.09(b)(ii) above and the transferor delivers a certificate in the form of Exhibit D hereto, including the certifications in item (1) thereof.

        (iv)    Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in the Unrestricted Global Security.    A beneficial interest in any

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Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 3.09(b)(ii) above and:

        (A)  the transferee certifies via the Depositary's book-entry system that it is not (A) a broker-dealer, or (B) a person who is an affiliate (as defined in Rule 144) of the Corporation; or

        (B)  the Registrar receives the following:

        (i)    if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item (1)(a) thereof; or

        (ii)   if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

        If any such transfer is effected pursuant to subparagraph (B) above at a time when an Unrestricted Global Security has not yet been issued, the Corporation shall issue and, upon receipt of a written order from the Corporation, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) above.

        Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Security.

        (c)    Transfer Or Exchange Of Beneficial Interests For Definitive Securities.    

        (i)    Beneficial Interests in Restricted Global Securities to Restricted Definitive Securities.    If any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security or to transfer such beneficial interest to a person who takes delivery thereof in the form of a Restricted Definitive Security, then, upon receipt by the Registrar of the following documentation:

        (A)  if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item (2)(a) thereof;

        (B)  if such beneficial interest is being transferred to a QIB in accordance with Rule l44A, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (1) thereof;

        (C)  if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate

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to the effect set forth in Exhibit D hereto, including the certifications in item (3)(b) thereof;

        (D)  if such beneficial interest is being transferred to the Corporation or any of its Subsidiaries, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (2)(b) thereof; or

        (E)  if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (2)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to Section 3.10 hereof, and the Corporation shall execute and the Trustee shall authenticate and deliver to the person designated in the instructions a Definitive Security in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 3.09(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall make available for delivery such Definitive Securities to the persons in whose names such Securities are so registered. Any Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 3.09(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

        (ii)    Beneficial Interests in Restricted Global Securities to Unrestricted Definitive Securities.    A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Definitive Security or may transfer such beneficial interest to a person who takes delivery thereof in the form of an Unrestricted Definitive Security only if:

        (A)  the transferee certifies that it is not (1) a broker-dealer or (2) a person who is an affiliate (as defined in Rule 144) of the Corporation; or

        (B)  the Registrar receives the following:

        (i)    if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Definitive Security that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item (l)(b) thereof; or

        (ii)   if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a person who shall take delivery thereof in the form of a Definitive Security that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

        (iii)    Beneficial Interests in Unrestricted Global Securities to Unrestricted Definitive Securities.    If any holder of a beneficial interest in an Unrestricted Global Security proposes to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a person who takes delivery thereof in the form of a Definitive Security, then, upon satisfaction of the conditions set forth in Section 3.09(b)(ii) hereof, the Trustee shall cause the

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aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to 0 hereof, and the Corporation shall execute and the Trustee shall authenticate and make available for delivery to the person designated in the instructions a Definitive Security in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 3.09(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall make available for delivery such Definitive Securities to the persons in whose names such Securities are so registered. Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 3.09(c)(iii) shall not bear the Private Placement Legend.

        (d)    Transfer And Exchange Of Definitive Securities For Beneficial Interests.    

        (i)    Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities.    If any Holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Securities to a person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

        (A)  if the Holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security, a certificate from such Holder in the form of Exhibit E hereto, including the certifications in item (2)(b) thereof;

        (B)  if such Restricted Definitive Security is being transferred to a QIB in accordance with Rule l44A, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (1) thereof;

        (C)  if such Restricted Definitive Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (3)(a) thereof;

        (D)  if such Restricted Definitive Security is being transferred to the Corporation or any of its Subsidiaries, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (2)(b) thereof; or

        (E)  if such Restricted Definitive Security is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (2)(c) thereof;

the Trustee shall cancel the Restricted Definitive Security, increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Security.

        (ii)    Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities.    A Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if:

        (A)  the transferee certifies that it is not (1) a broker-dealer, or (2) a person who is an affiliate (as defined in Rule 144) of the Corporation; or

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        (B)  the Registrar receives the following:

        (1)   if the Holder of such Definitive Securities proposes to exchange such Securities for a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Exhibit E hereto, including the certifications in item (1)(c) thereof; or

        (2)   if the Holder of such Definitive Securities proposes to transfer such Securities to a person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (ii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

        Upon satisfaction of the conditions of any of the subparagraphs in this Section 3.09(d)(ii), the Trustee shall cancel the Definitive Securities and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security.

        (iii)    Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities.    A Holder of an Unrestricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Definitive Securities to a person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or registration of transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities.

        If any such exchange or registration of transfer from a Definitive Security to a beneficial interest in a Global Security is effected pursuant to subparagraphs (ii)(B) or (iii) above at a time when an Unrestricted Global Security has not yet been issued, the Corporation shall issue and, upon receipt of the Corporation's written order in accordance with Section 3.04 hereof, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Definitive Securities so transferred.

        (e)    Transfer And Exchange Of Definitive Securities For Definitive Securities.    Upon request by a Holder of Definitive Securities and such Holder's compliance with the provisions of this Section 3.09(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 3.09(e).

        (i)    Restricted Definitive Securities to Restricted Definitive Securities.    Any Restricted Definitive Security may be transferred to and registered in the name of persons who take

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delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:

        (A)  if the transfer will be made pursuant to Rule l44A, then the transferor must deliver a certificate in the form of Exhibit D hereto, including the certifications in item (1) thereof; and

        (B)  if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit D hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(b) thereof, if applicable.

        (ii)    Restricted Definitive Securities to Unrestricted Definitive Securities.    Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a person or persons who take delivery thereof in the form of an Unrestricted Definitive Security if:

        (A)  or the transferee certifies that it is not (1) a broker-dealer, or (2) a person who is an affiliate (as defined in Rule 144) of the Corporation; or

        (B)  the Registrar receives the following:

        (1)   if the Holder of such Restricted Definitive Securities proposes to exchange such Securities for an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit E hereto, including the certifications in item (1)(d) thereof; or

        (2)   if the Holder of such Restricted Definitive Securities proposes to transfer such Securities to a person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (ii), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Corporation to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

        (iii)    Unrestricted Definitive Securities to Unrestricted Definitive Securities.    A Holder of Unrestricted Definitive Securities may transfer such Securities to a person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof.

        Section 3.10.    Cancellation And/or Adjustment Of Global Securities.    At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 3.07 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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        Section 3.11.    Legends.    The following legends shall appear on the face of all Global Securities and Definitive Securities issued under this Indenture unless specifically stated otherwise in the applicable provisions hereof:

        (a)    Private Placement Legend.    Except as permitted by subparagraph (b) below, each Global Security and each Definitive Security (and all Securities issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF CONSTELLATION ENERGY GROUP, INC. (THE "COMPANY") THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(B) OR (D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."

If Definitive Securities are issued, each Definitive Security will bear the following additional legend:

"IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS."

Notwithstanding the foregoing, any Global Security or Definitive Security issued pursuant to Sections 3.09(b)(iv), 3.09(c)(ii), 3.09(d)(ii), 3.09(d)(iii), 3.09(e)(ii), or 3.09(e)(iii) (and all Securities issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

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        (b)    Global Security Legends.    Each Global Security shall bear legends in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.09(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.07 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

ARTICLE 4
REDEMPTION

        Section 4.01.    Applicability of this Article.    Redemption of Securities (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form of Security shall govern. Except as otherwise set forth in the form of Security for such series, each Security shall be subject to partial redemption only in the amount of $1,000 or integral multiples of $1,000.

        Section 4.02.    Election to Redeem: Notices to Trustee.    The election of the Corporation to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Corporation of less than all of the Securities of any particular series, the Corporation shall, at least 45 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of such date and of the principal amount of Securities of that series to be redeemed.

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        Section 4.03.    Selection of Securities to be Redeemed.    If less than all the Securities of a particular series are to be redeemed, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair (which may be by lot), the Securities or portions thereof of such series to be redeemed. The Trustee shall promptly notify the Corporation in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

        If any Convertible Security selected for partial redemption by the Trustee pursuant to Section 4.03 is converted in part before termination of the conversion right with respect to the portion of the Convertible Security so selected, the converted portion of such Convertible Security will be deemed (so far as may be) to be the portion selected for redemption. Convertible Securities which have been converted during a selection of Convertible Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose of such Conversion.

        Section 4.04.    Notice of Redemption.    Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than the thirtieth day, and not earlier than the sixtieth day, prior to the date fixed for redemption, to each holder of Securities to be redeemed, at his address as it appears on the registry books of the Corporation.

        With respect to Securities of each series to be redeemed, each notice of redemption shall state:

        (a)   the identity of the securities, including cusip numbers;

        (b)   the date fixed for redemption for Securities of such series;

        (c)   the redemption price at which Securities of such series are to be redeemed;

        (d)   if less than all outstanding Securities of such particular series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed;

        (e)   that on the date fixed for redemption, the redemption price at which such Securities are to be redeemed will become due and payable upon each such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date;

        (f)    the place or places where such Securities are to be surrendered for payment of the redemption price at which such Securities are to be redeemed; and

        (g)   that the redemption is for a sinking fund, if such is the case.

        Notice of redemption of Securities to be redeemed at the election of the Corporation shall be given by the Corporation or, at the Corporation's request, by the Trustee in the name and at the expense of the Corporation. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.

        In addition to the requirements provided above, each notice of redemption with respect to Convertible Securities of each series to be redeemed must state the Conversion Rate, the date on which the right to convert the Convertible Securities to be redeemed will terminate and the places where such Convertible Securities may be surrendered for conversion.

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        Section 4.05.    Deposit of Redemption Price.    Prior to or on the redemption date specified in the notice of redemption given as provided in Section 4.04, the Corporation will deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Securities so called for redemption at the applicable redemption price, such deposit will be made before the deadline with which the Trustee or any paying agent must settle with the Depository Trust Company, if applicable.

        When the Corporation deposits the redemption price of Securities called for redemption with the Trustee or paying agent on or prior to the redemption date as required above, the Corporation will not deposit the redemption price of those Convertible Securities called for redemption which have been converted prior to the date of deposit.

        If any Convertible Security called for redemption is converted, any money deposited with the Trustee or so segregated and held in trust for the redemption of such Convertible Security shall be paid to the Corporation on Corporation Request.

        Section 4.06.    Payment of Securities Called for Redemption.    If any notice of redemption has been given as provided in Section 4.04, the Securities or portions of Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price. On presentation and surrender of such Securities at a place of payment in said notice specified, the said Securities or the specified portions thereof shall be paid and redeemed by the Corporation at the applicable redemption price.

        Upon presentation of any Security redeemed in part only, the Corporation shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Corporation, a new Security or Securities of the same series, of authorized denominations. in aggregate principal amount equal to the unredeemed portion of the Security so presented.

        Section 4.07.    Delegation of Duties by Trustee.    Except in regard to Section 4.03, any reference in this Article to the Trustee with respect to its duties in regard to the redemption of any Securities shall be deemed to also include any entity designated by the Corporation with the written consent of the Trustee to act as its agent for the performance of all or any of its duties under this Article.

ARTICLE 5
COVENANTS

        Section 5.01.    Payment of Principal and Interest.    The Corporation will duly and punctually pay, or cause to be paid, the principal of (and premium, if any) and interest, if any, on each and every Security at the times and place and in the manner provided herein and in such Securities. Interest upon Securities shall be payable without presentment of such Securities, and only to or upon the written order of the registered holders thereof determined as provided in Section 3.02. The Corporation shall have the right to require a Securityholder, in connection with the payment of the principal of (and premium, if any) or interest, if any, on a Security, to present at the office or agency of the Corporation at which such payment is made a certificate, in such form as the Corporation may from time to time prescribe, to enable the Corporation to determine its duties and liabilities with respect to any taxes, assessments or governmental charges which it may be required to deduct or withhold therefrom under any present or future law of the United States of America or of any state, county, municipality or taxing or withholding authority therein, and the Corporation shall be entitled to determine its duties and liabilities with respect to such deduction or withholding on the basis of information contained in such certificate or, if no such certificate shall be so presented, on the basis of any presumption created by any such law, and shall be entitled to act in accordance with such determination.

        Section 5.02.    Maintenance of Office or Agency.    So long as any Securities remain outstanding, the Corporation will maintain an office or agency where the Securities may be presented for payment,

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where the Securities may be presented for registration of transfer and exchange as in this Indenture provided and where notices or demands to or upon the Corporation in respect of the Securities or of this Indenture may be served. The Corporation hereby initially appoints the Trustee as its agent for all such purposes until otherwise designated by the Corporation in a written notice to the Trustee, the office or agency for all such purposes shall be the Corporate Office of the Trustee. In case the Corporation shall at any time designate a different office or agency for such purposes, but shall fail to maintain such office or agency, or shall fail to give notice to the Trustee of any change in the location thereof, presentation and demand may be made and notices may be served, in respect of the Securities or of this Indenture, at the Principal Office of the Trustee, and the Corporation hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.

        In addition to any such office or agency the Corporation may from time to time constitute and appoint one or more paying agents for the payment of such Securities, in one or more other cities, and may from time to time rescind such appointments, as the Corporation may deem desirable or expedient.

        Section 5.03.    To Fill a Vacancy in the Office of Trustee.    The Corporation, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Article 8, a Trustee, so that there shall at all times be a Trustee hereunder.

        Section 5.04.    Appointment of Paying Agents; Money for Security Payments to be Set Aside in Trust; Transfer or Moneys Held by Paying Agents.    (a) If as to any series of Securities, the Corporation shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section 5.04:

          (i)  that it will hold all sums held by it as such paying agent for the payment of the principal of (and premium, if any) or interest, if any, on such Securities in trust for the benefit of the holders of the Securities entitled thereto, or for the benefit of the Trustee, as the case may be, until such sums shall be paid out to such holders or otherwise as herein provided;

         (ii)  that it will give the Trustee notice of any failure by the Corporation in the making of any deposit with such paying agent for the payment of principal of (and premium, if any) or interest, if any, on such Securities which shall have become payable and of any Default by the Corporation in making any payment of the principal of (and premium, if any) or interest on such Securities when the same shall be due and payable, and

        (iii)  that it will at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent.

        (b)   If the Corporation shall act as its own paying agent as to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on such Securities, set aside and hold in trust for the benefit of the holders of such Securities entitled thereto a sum sufficient (together with any sums deposited with any other paying agent for such purpose) to pay such principal (and premium, if any) or interest, if any, so becoming due and will notify in writing the Trustee of any, failure by it to take such action. Whenever the Corporation shall have one or more paying agents with respect to any particular series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest if any on the Securities, deposit with a paying agent a sum sufficient to pay such principal (and premium, if any) or interest so becoming due, such sums to be held in trust for the benefit of the holders of such Securities entitled thereto, and (unless the paying agent is the Trustee) the Corporation will notify in writing the Trustee of failure by it to take such action.

        (c)   Anything in this Section 5.04 to the contrary notwithstanding, the Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture, or for any other

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purpose, pay or cause to be paid to the Trustee all sums held in trust by the Corporation or any paying agent as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained.

        (d)   Anything in this Section 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.04 is subject to the provisions of Sections 13.03 and 13.04.

        Section 5.05.    Maintenance of Corporate Existence, Rights and Franchises.    So long as any of the Securities shall be outstanding, the Corporation will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises to carry on its business; provided that nothing in this Section 5.05 shall prevent (a) any consolidation or merger of the Corporation, or any sale or conveyance of all or substantially all its property and assets, permitted by Article 12, or (b) the liquidation or dissolution of the Corporation after a sale or conveyance of all or substantially all its property and assets permitted by Article 12.

        Section 5.06.    Certificate as to No Default.    The Corporation hereby agrees to deliver to the Trustee, within 120 days after the end of each fiscal year of the Corporation, an Officers' Certificate, which need not comply with the provisions of Section 17.05, to the effect that, to the knowledge of the signers thereof, the Corporation is in compliance with all conditions and covenants under this Indenture determined without regard to any period of grace or requirement of notice provided hereunder, as required by Section 314(a)(4) of the Trust Indenture Act.

        Section 5.07.    Calculation of Original Issue Discount.    If the Corporation has any Outstanding Securities issued with original issue discount that are outstanding during any calendar year, the Corporation shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE 6
SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE

        Section 6.01.    Securityholder Lists.    The Corporation covenants and agrees that, with respect to each series of Securities, it will furnish or cause to be furnished to the Trustee, (a) semiannually, not less than 45 days nor more than 60 days after (i) each record date for the payment of interest on any interest payment date (except a date for payment of defaulted interest) in the case of interest-bearing Securities or (ii) the last business day of each June and December in the case of non-interest-bearing Securities, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Corporation of any such request, a list in such form as the Trustee may reasonably require of the names and addresses of the holders of Securities of such series as of a date not more than 15 days prior to the time such information is furnished; provided, however, that if the Trustee shall be the Security registrar, such list shall not be required to be furnished.

        Section 6.02.    Intentionally Omitted.

        Section 6.03.    Reports by the Corporation.    (a) The Corporation covenants and agrees to file with the Trustee within 30 days after the Corporation is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as said Commission may from time to time by rules and regulations prescribe) which the Corporation may be required to file with said Commission pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Corporation is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and said Commission in accordance with rules and

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regulations prescribed from time to time by said Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustees receipt of such shall not constitute constructive notice of any information contained there or determinable from information contained therein including the Corporation's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers Certificates.)

        (b)   The Corporation covenants and agrees to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules and regulations prescribed from time to time by said Commission, such additional information, documents and reports with respect to compliance by the Corporation with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained there or determinable from information contained therein, including the Corporation's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates.)

        (c)   The Corporation covenants and agrees to transmit by mail to all holders of Securities, as the names and addresses of such holders appear upon the registry books of the Corporation, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Corporation pursuant to subsection (a) or (b) of this Section 6.03 as may be required by rules and regulations prescribed from time to time by the Securities and Exchange Commission.

        Section 6.04.    Reports by the Trustee.    (a) Within 60 days after each September 1 beginning with the September 1 following the date hereof, and for so long as any Securities remain outstanding, the Trustee shall mail to the Securityholders a brief report dated as of such reporting date that complies with Section 313(a) of the Trust Indenture Act (but if no event described in Section 313(a) of the Trust Indenture Act has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Section 313(b)(2) of the Trust Indenture Act. The Trustee shall also transmit by mail all reports as required by Section 313(c) of the Trust Indenture Act.

        (b)   A copy of each report at the time of its mailing to the Securityholders shall be filed with the Securities and Exchange Commission and each stock exchange on which the Securities are listed in accordance with Section 313(d) of the Trust Indenture Act. The Corporation shall promptly notify the Trustee when the Securities are listed on any stock exchange or any delisting thereof.

ARTICLE 7
DEFAULTS AND REMEDIES

        Section 7.01.    Events Of Default.    Each of the following is an "Event of Default" with respect to any particular series of Securities:

        (a)   default in the due and punctual payment of any installments of interest upon any of the Securities of that series as and when the same shall become due and payable and continuance of such default for a period of 30 days; or

        (b)   default in the due and punctual payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the same shall become due and payable either at maturity, by declaration as authorized by this Indenture, or otherwise; or

        (c)   failure on the part of the Corporation duly to observe or perform any other of the covenants or agreements on the part of the Corporation set forth in the Securities of that series or

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in this Indenture (other than those set forth exclusively in the terms of Securities of any series other than that series) continued for a period of sixty days after there has been given, by registered or certified mail, to the Corporation by the Trustee, or to the Corporation and the Trustee by the holders of at least thirty-three percent in principal amount of the Securities of that series at the time outstanding, a written notice specifying such failure and requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder; or

        (d)   the entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Corporation in an involuntary case under the Federal Bankruptcy Code adjudging the Corporation a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Corporation under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Corporation, or of any substantial part of the respective properties of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order unstayed and in effect for a period of 120 days; or

        (e)   the institution by the Corporation of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Corporation to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Corporation of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Corporation, or of any substantial part of the respective properties of either, or the making by the Corporation of an assignment for the benefit of creditors, or the admission by the Corporation in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Corporation in furtherance of any such action.

        In case one or more of the Events of Default specified above shall have occurred and be continuing with respect to any particular series of Securities, then and in each and every such case, unless the principal of all of the Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than thirty-three percent in aggregate principal amount of the Securities of that series then outstanding hereunder, by notice in writing to the Corporation (and to the Trustee if given by Securityholders), may declare the principal or, in the case of Discounted Securities, such amount of principal as may be provided for in such Securities, of all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities of that series contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after such principal or such amount of principal, as the case may be, shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Corporation shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all Securities of that series and the principal of (and premium, if any, on) any and all Securities of that series which shall have become due otherwise than by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal (and premium, if any) at the rate of interest (or, in the case of Discounted Securities, at the Yield to Maturity) borne by such Securities, to the date of such payment or deposit) and the expenses of the Trustee, and any and all Defaults under this Indenture with respect to the Securities of the series, other than the nonpayment of principal of (and premium, if any) and accrued interest on the Securities of that series which shall have become due by acceleration shall have been remedied-then and in every such case the holder of a majority in aggregate principal amount of the Securities of that series then outstanding, by written notice to the Corporation and to the Trustee, may waive all Defaults and

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rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default, or shall impair any right consequent thereon.

        In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Corporation and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Corporation and the Trustee shall continue as though no such proceeding had been taken.

        Section 7.02.    Payment of Securities on Default; Suit Therefor.    The Corporation covenants that (a) in case Default shall be made in the payment of any installment of interest upon any of the Securities of any series as and when the same shall become due and payable, and such Default shall have continued for a period of thirty days, or (b) in case Default shall be made in the payment of the principal of (or premium, if any, on) any of the Securities of any series as and when the same shall have become due and payable, whether at maturity of the Securities of that series or by declaration or otherwise, then, upon demand of the Trustee, the Corporation will pay to the Trustee, for the benefit of the holders of such Securities, the whole amount that then shall have become due and payable on all such Securities for principal (and premium, if any) or interest, if any, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate of interest (or the Yield to Maturity in the case of Discounted Securities) borne by the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred, and all advances made, by the Trustee hereunder other than through its negligence or willful misconduct.

        In case the Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Corporation or any other obligor on such Securities and collect in the manner provided by law out of the property of the Corporation or any other obligor on such Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Corporation or any other obligor on the Securities of any series under the Federal Bankruptcy Code or any other applicable law, or in case a receiver, custodian or trustee shall have been appointed for the property of the Corporation or such other obligor, or in the case of any similar judicial proceedings relative to the Corporation or other obligor upon such Securities, or to the creditors or property of the Corporation or such other obligor, the Trustee, irrespective of whether the principal of such Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims, for the whole amount of principal (and premium, if any) and interest, if any owing and unpaid in respect of such Securities, and in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of such Securities allowed in such judicial proceedings relative to the Corporation or any other obligor on such Securities, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, custodian, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such

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payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution.

        All rights of action and of asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities, or the production thereof in any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Securities in respect of which such judgment has been recovered.

        Section 7.03.    Application of Moneys Collected by Trustee.    Any moneys collected by the Trustee shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the Securities in respect of which moneys have been collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

        FIRST: To the payment of costs and expenses of collection and reasonable compensation to the Trustee, its agents, attorneys and counsel, and of all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or willful misconduct;

        SECOND: In case the principal of the outstanding Securities in respect of which moneys have been collected shall not have become due and be unpaid, to the payment of interest, if any, on such Securities, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate of interest (or the Yield to Maturity in the case of Discounted Securities) borne by such Securities, such payments to be made ratably to the persons entitled thereto;

        THIRD: In case the principal of the outstanding Securities in respect of which moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon such Securities for principal (and premium, if any) and interest, if any, with interest on the overdue principal (and premium, if any) and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate of interest (or the Yield to Maturity in the case of Discounted Securities) borne by such Securities; and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon such Securities, then to the payment of such principal (and premium, if any) and interest without preference or priority of principal (and premium, if any) over interest, or of interest over principal (and premium, if any) or of any installment of interest over any other installment of interest, or of any such Security over any other such Security, ratably to the aggregate of such principal (and premium, if any) and accrued and unpaid interest; and,

        FOURTH: To the payment of the remainder, if any, to the Corporation, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

        Section 7.04.    Proceedings by Securityholders.    No holder of any Security of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to a Responsible Officer of the Trustee written notice of Default and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than twenty-five percent in aggregate principal amount of the Securities of that series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for sixty days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such

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action, suit or proceeding, it being understood and intended, and being expressly covenanted by the taker and holder of every Security with every other taker and holder and the Trustee, that no one or more holders of Securities of that series shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the right of any other holder of such Securities, or to obtain or seek to obtain priority over or preference to any such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of that series.

        Notwithstanding any other provisions in this Indenture, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such holder.

        Section 7.05.    Proceedings by Trustee.    In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

        Section 7.06.    Remedies Cumulative and Continuing.    All powers and remedies given by this Article 7 to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such Default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article 7 or by law to the Trustee or to the Securityholders may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Securityholders.

        Section 7.07.    Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.    The holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method, and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of that series; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by a trust committee of Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities determined in accordance with Section 9.04 of that series at the time outstanding may on behalf of the holders of all Securities of that series waive any past Default or Event of Default hereunder and its consequences except a Default in the payment of the principal of (or premium, if any) or interest on the Securities of that series. Upon any such waiver the Corporation, the Trustee and the holders of such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.07, said Default or Event of Default shall for all Purposes of the Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be not continuing.

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        Section 7.08.    Notice of Defaults.    The Trustee shall, within ninety days after the occurrence of a Default with respect to the Securities of any series, mail to all holders of such Securities, as the names and addresses of such holders appear upon the registry books of the Corporation, notice of all Defaults actually known to a Responsible Officer of the Trustee, unless such Defaults shall have been cured before the giving of such notice (the term "Defaults" for the purpose of this Section 7.08 being hereby defined to be the events specified in clauses (a), (b), (c), (d) and (e) of Section 7.01, not including periods of grace, if any, provided for therein and irrespective of the giving of the notice specified in clause (c) of Section 7.01); provided that, except in the case of Default in the payment of the principal of (or premium, if any) or interest, if any, on any such Securities, the Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers in good faith determines that the withholding of such notice is in the interests of the holders of such Securities.

        Section 7.09.    Undertaking to Pay Costs.    All parties to this Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 7.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than ten percent in principal amount of the Securities outstanding of any series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Security against the Corporation on or after the due date expressed in such Security.

        The provisions of this Section 7.09 will not apply to any suit instituted by a Securityholder for the enforcement of the right to convert any Convertible Security in accordance with Article 16 of this Indenture.

ARTICLE 8
TRUSTEE

        Section 8.01.    Duties of Trustee.    With respect to the Securities of any particular series the Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) with respect to the Securities of any particular series the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

        No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that

        (a)   prior to the occurrence of an Event of Default with respect to the Securities of any particular series and after the curing or waiving of all Events of Default with respect to the Securities of any particular series which may have occurred:

          (i)  the duties and obligations of the Trustee with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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         (ii)  in the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

        (b)   the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

        (c)   the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any particular series at the time outstanding determined as provided in Section 9.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

        No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

        Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

        Section 8.02.    Reliance on Documents, Opinions, etc.    Subject to the provisions of Section 8.01

        (a)   the Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

        (b)   any request, direction, order or demand of the Corporation mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution;

        (c)   the Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

        (d)   the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

        (e)   the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

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        (f)    prior to the occurrence of an Event of Default with respect to the Securities of any particular series hereunder and after the curing or waiving of all Events of Default with respect to the Securities of such series, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in principal amount of the Securities of such series then outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such expense or liability as a condition to so proceeding;

        (g)   the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder;

        (h)   the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and

        (i)    the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder.

        Section 8.03.    No Responsibility for Recitals, etc.    The recitals contained herein and in the Securities (except in the Trustee's certificate of authentication) shall be taken as the statements of the Corporation, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Securities. The Trustee shall not be accountable for the use or application by the Corporation of any Securities or the proceeds of any Securities authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.

        Section 8.04.    Trustee, Paying Agent, Conversion Agent or Registrar May Own Securities.    The Trustee or any paying agent, Conversion Agent or Security registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying agent, Conversion Agent or Security registrar.

        Section 8.05.    Moneys to be Held in Trust.    Subject to the provisions of Section 13.04, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree in writing with the Corporation to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Corporation, signed by an Officer of the Corporation.

        Section 8.06.    Compensation and Expenses of Trustee.    The Corporation covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as shall be agreed upon from time to time in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Corporation will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made

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by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Corporation also covenants to indemnify the Trustee and its officers, directors, employees, representatives and agents and any predecessor Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense incurred without negligence or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in the premises. The obligations of the Corporation under this Section 8.06 to compensate the Trustee, to indemnify and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall have a prior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities The provisions of this section shall survive the termination of this Indenture.

        Section 8.07.    Officers' Certificate as Evidence.    Subject to the provisions of Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

        Section 8.08.    Conflicting Interest of Trustee.    If the Trustee has or shall acquire any conflicting interest with respect to the Securities of any series, as defined in the Trust Indenture Act of 1939, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign with respect to the Securities of that series in the manner and with the effect prescribed by the Trust Indenture Act of 1939.

        Section 8.09.    Eligibility of Trustee.    The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any State or Territory thereof or of the District of Columbia authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million dollars and subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10.

        Section 8.10.    Resignation or Removal of Trustee.    (a) The Trustee may at any time resign with respect to the Securities of one or more series by giving written notice of such resignation to the Corporation and by mailing notice thereof to the holders of Securities of such series at their addresses as they shall appear on the registry books of the Corporation. Upon receiving such notice of resignation, the Corporation shall promptly appoint a successor trustee or trustees with respect to the Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to each successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within sixty days after the mailing of such notice of resignation to the Securityholders of such series, the resigning Trustee may petition any court of competent jurisdiction for the appointment

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of a successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months may, subject to the provisions of Section 7.09, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

        (b)   In case at any time any of the following shall occur:

          (i)  the Trustee shall fail to comply with the provisions of subsection (a) of Section 8.08 after written request therefor by the Corporation or by any Securityholder who has been a bona fide holder of a Security or Securities for at least six months, or

         (ii)  the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09 and shall fail to resign after written request therefor by the Corporation or by any such Securityholder, or

        (iii)  the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Corporation may remove the Trustee with respect to all Securities and appoint a successor trustee or trustees by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to each successor trustee, or, subject to the provisions of Section 7.09, any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee or trustees. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee or trustees.

        (c)   The holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding may at any time remove the Trustee with respect to such series and nominate a successor trustee.

        (d)   Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 8.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.11.

        Section 8.11.    Acceptance by Successor Trustee.    In the case of the appointment hereunder of a successor trustee with respect to all Securities, any successor trustee so appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein: nevertheless, on the written request of the Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Corporation, the predecessor trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to vest in, or confirm to, each successor trustee all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to

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which the appointment of such successor trustee relates, (b) if the predecessor trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and (c) shall add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor trustee shall become effective to the extent provided therein and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, nevertheless, on the written request of the Corporation or any successor trustee, such predecessor trustee shall, upon payment of any amounts then due pursuant to Section 8.06 hereof, duly assign, transfer and deliver to such successor trustee all property and money held by such predecessor trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights, powers and trusts referred to in the two preceding sentences. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06.

        No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09.

        Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Corporation shall mail notice of the succession of such trustee hereunder to all holders of Securities of the series affected as the names and addresses of such holders appear on the registry books of the Corporation. If the Corporation fails to mail such notice in the prescribed manner within 30 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Corporation.

        Section 8.12.    Succession by Merger, etc.    Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.

        In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

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        Section 8.13.    Trustee's Application for Instructions from the Corporation.    The Trustee may apply in writing, sent by registered or certified mail, for instructions from the Corporation regarding actions to be taken or omitted under the Indenture, and as part of the application, the Trustee may set forth the action proposed to be taken or omitted by it, and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Officer of the Corporation actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

        Section 8.14.    Preferential Collection of Claims Against the Corporation.    The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of such Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein.

ARTICLE 9
CONCERNING THE SECURITYHOLDERS

        Section 9.01.    Action by Securityholders.    Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced, subject to Section 10.07, (a) by any instrument or any number of instruments of similar tenor executed by holders of such Securities in person or by agent or proxy appointed in writing, or (b) by the record of the holders of such Securities voting in favor thereof at any meeting of holders of such Securities duly called and held in accordance with the provisions of Article 10, or (c) by a combination of such instrument or instruments and any such record of such a meeting of holders of such Securities.

        Section 9.02.    Proof of Execution by Securityholders.    Subject to the provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any instruments by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Securities shall be proved by the registry books of the Corporation or by a certificate of the Security registrar. The record of any Securityholders' meeting shall be proved in the manner provided in Section 10.06.

        Section 9.03.    Who Are Deemed Absolute Owners.    The Corporation, the Trustee, any paying agent and any Security registrar may deem the person in whose name any Securities shall be registered upon the registry books of the Corporation to be, and may treat such person as, the absolute owner of such Security (whether or not such Security shall be overdue) for the purpose of receiving payment of or on account of the principal of (and premium, if any) and interest, if any, on such Security and for all other purposes; and neither the Corporation nor the Trustee nor any paying agent nor any Security registrar shall be affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon his order shall be valid, and, to the extent of the sum or sums so paid, effective to satisfy and discharge the liability for moneys payable upon any such Security. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Corporation, the Trustee, any paying agent, any Security registrar and any agent of the Corporation or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Corporation, the Trustee, any paying agent or any Security registrar will have any responsibility or liability for any

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aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records related to such beneficial ownership interests.

        Section 9.04.    Corporation-Owned Securities Disregarded.    In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Corporation or any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledge is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

        Section 9.05.    Revocation of Consents; Future Holders Bound.    At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action, any holder of a Security the serial number of which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 9.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security and of any Security issued in exchange or substitution therefore, irrespective of whether or not any notation in regard thereto is made upon such Security.

ARTICLE 10
SECURITYHOLDERS' MEETINGS

        Section 10.01.    Purposes of Meetings.    A meeting of holders of Securities of one or more series may be called at any time and from time to time pursuant to the provisions of this Article 10 for any of the following purposes:

        (a)   to give any notice to the Corporation or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default hereunder and its consequences, or to take any other action authorized to be taken by such Securityholders pursuant to any of the provisions of Article 7;

        (b)   to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 8;

        (c)   to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 11.02; or

        (d)   to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of one or more series under any other provision of this Indenture or under applicable law.

        Section 10.02.    Call of Meetings by Trustee.    The Trustee may at any time call a meeting of holders of Securities of one or more series to take any action specified in Section 10.01, to be held at such time and at such place, as the Trustee shall determine. Notice of every such meeting of the Securityholders,

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setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of each series affected at their addresses as they shall appear on the registry books of the Corporation. Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting.

        Section 10.03.    Call of Meetings by Corporation or Securityholders.    In case at any time the Corporation, pursuant to a Board Resolution, or the holders of at least ten percent in aggregate principal amount of the Securities of one or more series then outstanding, shall have requested the Trustee to call a meeting of Securityholders of Securities of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Corporation or such Securityholders may determine the time and the place in said City of Baltimore for such meeting and may call such meeting to take any action authorized in Section 10.01, by mailing notice thereof as provided in Section 10.02.

        Section 10.04.    Qualifications for Voting.    To be entitled to vote at any meeting of holders of Securities of any series a person shall (a) be a holder of one or more Securities of such series or (b) be a person appointed by an instrument in writing as proxy by a holder of one or more Securities of such series. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel.

        Section 10.05.    Regulations.    Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as are necessary or as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

        The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Corporation or by the Securityholders as provided in Section 10.03, in which case the Corporation or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

        Subject to the provisions of Section 9.04, at any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Discounted Securities, such principal amount to be determined as provided in the definition of the term "Outstanding") of Securities held or represented by such Securityholder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of Sections 10.02 or 10.03 may be adjourned from time to time by a majority of those present. whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

        Section 10.06.    Voting.    The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballots on which shall be subscribed the signatures of the holders of Securities or of their representatives by proxy and the principal amount of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate

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of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 10.02. The record shall show the principal amount of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Corporation and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

        Section 10.07.    Written Consent in Lieu of Meeting.    The written authorization or consent of the requisite percentage of Securityholders herein provided, entitled to vote at any such meeting, evidenced as provided in Article 9 and filed with the Trustee shall be effective in lieu of a meeting of Securityholders, with respect to any matter provided for in this Article 10.

ARTICLE 11
SUPPLEMENT INDENTURES

        Section 11.01.    Supplemental Indentures Without Consent of Securityholders.    The Corporation, when authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

        (a)   to evidence the succession of another corporation to the Corporation, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Corporation pursuant to Article 12 hereof;

        (b)   to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the holders of the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustee upon such Default;

        (c)   to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose;

        (d)   to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to make such other provisions in regard to matters or questions arising under this Indenture which shall not adversely affect the interest of the holders of the Securities;

        (e)   to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth, other conditions, limitations and restrictions thereafter to be observed;

        (f)    to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the

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provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.11 hereof; or

        (g)   to provide for conversion rights of Securityholders pursuant to Section 16.11 of this Indenture.

        The Trustee is hereby authorized to join with the Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

        Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Corporation and the Trustee without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 11.02.

        Section 11.02.    Supplemental Indentures with Consent of Securityholders.    With the consent (evidenced as provided in Section 9.01) of the holders of not less than 66²/3% in aggregate principal amount of the Securities of all series affected by such supplemental indenture (voting as one class) at the time outstanding, the Corporation, when authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Security, or reduce the rate or change the method to be used in establishing the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01, or make the principal thereof or premium or interest thereon payable in any coin or currency other than that provided in such Securities, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Securities of the series affected then outstanding. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series.

        Upon the request of the Corporation, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

        It shall not be necessary for the consent of the Securityholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

        Section 11.03.    Compliance with Trust Indenture Act; Effect of Supplemental Indenture.    Any supplemental indenture executed pursuant to the provisions of this Article 11 shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture

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pursuant to the provisions of this Article 11, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Corporation and the holders of Securities of the series affected shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

        Section 11.04.    Notation on Securities.    Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 11 may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture, may be prepared and executed by the Corporation, authenticated by the Trustee and delivered in exchange for the Securities then outstanding.

        Section 11.05.    Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee.    The Trustee, subject to the provisions of Sections 8.01 and 8.02, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 11.

ARTICLE 12
CONSOLIDATION, MERGER AND SALE

        Section 12.01.    Corporation May Consolidate, etc., on Certain Terms.    Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation with or into any other corporation or corporations (whether or not affiliated with the Corporation), or successive consolidations or mergers in which the Corporation or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of all or substantially all the property of the Corporation to any other corporation (whether or not affiliated with the Corporation) authorized to acquire and operate the same; provided, however, and the Corporation hereby covenants and agrees, that upon any such consolidation, merger, sale or conveyance, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Corporation, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation (if other than the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, or by the corporation which shall have acquired such property.

        Section 12.02.    Successor Corporation to Be Substituted.    In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Corporation, such successor corporation shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as the Corporation. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of Constellation Energy Group, Inc. any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Corporation and delivered to the Trustee; and, upon the order of such successor corporation instead of the Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Corporation to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed

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and delivered to the Trustee for that purpose. All the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.

        Nothing contained in this Indenture or in any of the Securities shall prevent the Corporation from merging into itself any other corporation (whether or not affiliated with the Corporation) or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Corporation), provided that, immediately after such merger or acquisition, the Corporation shall not be in Default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by it.

        Section 12.03.    Opinion of Counsel to Be Given to Trustee.    The Trustee, subject to Sections 8.01 and 8.02, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance and any such assumption complies with the provisions of this Article.

ARTICLE 13
SATISFACTION AND DISCHARGE

        Section 13.01.    Satisfaction and Discharge of Indenture.    When (a) the Corporation shall deliver to the Trustee for cancellation all Securities theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.05) and not theretofore cancelled, or (b) all the Securities not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year and the Corporation shall deposit with the Trustee or any paying agent, in trust, funds sufficient to pay at maturity all of the Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.05) not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest, if any, due or to become due to such date of maturity, but excluding, however, the amount of any moneys for the payment of the principal of (and premium, if any) or interest, if any, on the Securities (i) theretofore deposited with the Trustee or any paying agent and repaid by the Trustee or any paying agent to the Corporation in accordance with the provisions of Section 13.04, or (ii) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation, then this Indenture shall cease to be of further effect, and the Trustee, on demand of the Corporation accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.05 and at the cost and expense of the Corporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

        Section 13.02.    Deposited Moneys to Be Held in Trust by Trustee.    All moneys deposited with the Trustee or any paying agent pursuant to Section 13.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Corporation if acting as its own paying agent), to the holders of the particular Securities for the payment of which such moneys have been deposited with the Trustee, or any paying agent, of all sums due and to become due thereon for principal (and premium, if any) and interest. All moneys deposited with the Trustee or any paying agent pursuant to Section 13.01 for the payment of Convertible Securities subsequently converted will be returned to the Corporation upon Corporation Request.

        Section 13.03.    Paying Agent to Repay Moneys Held.    Upon the satisfaction and discharge of this Indenture all moneys then held by any paying agent of the Securities (other than the Trustee) shall, upon demand of the Corporation, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys.

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        Section 13.04.    Return of Unclaimed Moneys.    Any moneys deposited with or paid to the Trustee for payment of the principal of (or premium, if any) or interest on Securities of any series and not applied but remaining unclaimed by the holders of such Securities for two years after the date upon which the principal of (or premium, if any) or interest on such Securities, as the case may be, shall have become due and payable, shall on written request of the Corporation be repaid to the Corporation by the Trustee; and the holder of any of such Securities shall thereafter look only to the Corporation for any payment which such holder may be entitled to collect. Any reference to the Trustee in this Section 13.04 shall be deemed to also include any entity designated by the Corporation with the consent of the Trustee to act as its agent for the performance of all or any of its duties under this Section.

ARTICLE 14
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

        Section 14.01.    Indenture and Securities Solely Corporate Obligations.    No recourse for the payment of the principal of (or premium, if any) or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Corporation in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

ARTICLE 15
SINKING FUNDS

        Section 15.01.    General.    Any redemption of Securities of any series under any sinking fund as required or permitted by the terms of any Securities duly issued pursuant to this Indenture shall be made in accordance with such terms and this Article 15.

        The Securities of any series may be subject to redemption pursuant to a sinking fund, in whole or in part, as set forth in the form of Security for such series.

        The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 15.02 hereof. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

        Section 15.02.    Satisfaction of Sinking Fund Payments with Securities.    The Corporation (a) may deliver to the Trustee for cancellation outstanding Securities of a series (other than any previously called for redemption) and (b) may apply as a credit Securities of a series which have been redeemed either at the election of the Corporation pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

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        Section 15.03.    Redemption of Securities for Sinking Fund.    Not less than sixty days prior to each sinking fund payment date for any series of Securities, the Corporation will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series as permitted by Section 15.02 and will also deliver to the Trustee any Securities to be so delivered if not theretofore delivered. The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 4.03 and cause notice of the redemption thereof to be given in the manner provided in Section 4.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 4.05 and 4.06.

ARTICLE 16
CONVERSION OF SECURITIES

        Section 16.01.    Conversion Privilege and Conversion Rate.    Subject to and upon compliance with the provisions of this Article, at the option of the Securityholder thereof, any Convertible Security may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence for each series of Convertible Securities at the opening of business on and expire at the close of business on the dates set forth in or pursuant to the Board Resolution establishing the terms of that series, and specified in an Officers' Certificate if not so specified in a Board Resolution, subject, in the case of any Convertible Security issued in global form, to any Applicable Procedures. In case a Convertible Security or portion thereof is called for redemption, such conversion right in respect of the Convertible Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date for Convertible Securities of that series, unless the Corporation defaults in making the payment due upon redemption (subject as aforesaid to any Applicable Procedures with respect to Convertible Security issued in global form).

        Convertible Securities of any series may be converted initially at a conversion rate (the "Conversion Rate") set forth in or pursuant to the Board Resolution establishing the terms of that series and specified in an Officers' Certificate if not so specified in a Board Resolution. The Conversion Rate for each outstanding series will be adjusted in certain instances as provided in Section 16.04.

        Section 16.02.    Exercise of Conversion Privilege.    In order to exercise the conversion privilege, the Securityholder of any Convertible Security to be converted shall surrender such Convertible Security, duly endorsed in blank, at any office or agency of the Corporation maintained for that purpose pursuant to Section 5.02 of this Indenture, accompanied by a duly signed conversion notice substantially in the form established by or pursuant to the Board Resolution establishing the terms of such series stating that the Securityholder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Convertible Security surrendered for conversion (in whole or in part) during the Record Date Period (except in the case of any Convertible Security or portion thereof which has been called for redemption on a Redemption Date occurring within such Record Date Period and, as a result, the right to convert such Convertible Security would otherwise terminate in such period if not exercised) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Corporation of an amount equal to the interest payable on such interest payment date on the initial principal amount of such Convertible Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such interest payment date with respect to any Convertible Security (or portion thereof, if applicable) that is surrendered for conversion during the Record Date Period shall be paid to the

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Securityholder of such Convertible Security as of such regular record date in an amount equal to the interest that would have been payable on such Convertible Security if such Convertible Security had been converted as of the close of business on such interest payment date. Interest payable on any interest payment date in respect of any Convertible Security surrendered for conversion on or after such interest payment date shall be paid to the Securityholder of such Convertible Security as of the regular record date next preceding such interest payment date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the interest payment date next preceding the conversion date, in respect of any Convertible Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the securities issued upon conversion. The Corporation's delivery to the Securityholder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Convertible Security is convertible will be deemed to satisfy the Corporation's obligation to pay the principal amount of the Convertible Security.

        Convertible Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Convertible Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Securityholders of such Convertible Securities as Securityholders shall cease, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such securities at such time. As promptly as practicable on or after the conversion date, the Corporation shall issue and deliver to the Trustee, for delivery to the Securityholder (unless a different person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 16.03.

        In the case of any Convertible Security which is converted in part only, upon such conversion the Corporation shall execute and the Trustee shall authenticate and deliver to the Securityholder thereof, at the expense of the Corporation, a new Convertible Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

        Section 16.03.    Fractions of Shares.    No fractional shares of Common Stock shall be issued upon conversion of any Convertible Security or Securities. If more than one Convertible Security shall be surrendered for conversion at one time by the same Securityholder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Convertible Securities (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issuable upon conversion of any Convertible Security or Securities (or specified portions thereof), the Corporation shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Closing Price Per Share at the close of business on the day of conversion.

        Section 16.04.    Adjustment of Conversion Rate.    The Conversion Rate shall be subject to adjustments from time to time as follows:

        (a)   In case the Corporation shall pay or make a dividend or other distribution on shares of any class of capital stock payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the date fixed for the determination of shareholders

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entitled to receive such dividend or other distribution shall be increased by dividing the Conversion Rate in effect immediately prior to such date by a fraction:

          (i)  the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and

         (ii)  the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution.

        Such increase will become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for determination, any dividend or distribution is not in fact paid, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would have been in effect if such determination date had not been fixed. For the purposes of this paragraph (a), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Corporation.

        (b)   Subject to the last sentence of paragraph (g) of this Section 16.04, in case the Corporation shall issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than any rights, options or warrants that by their terms will also be issued to any Securityholder upon conversion of a Convertible Security into shares of Common Stock without any action required by the Corporation or any other person), the Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing the Conversion Rate in effect immediately prior to such date by a fraction:

          (i)  the numerator of which will be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and

         (ii)  the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase.

        Such increase will become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for determination, any such rights, options or warrants are not in fact issued, or are not exercised prior to the expiration thereof, the Conversion Rate shall be immediately readjusted, effective as of the date such rights, options or warrants expire, or the date the Board of Directors determines not to issue such rights, options or warrants, to the Conversion Rate that would have been in effect if the unexercised rights, options or warrants had never been granted or such determination date had not been fixed, as the case may be. For the purposes of this paragraph (b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Corporation.

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        (c)   In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

        (d)   Subject to the last sentence of paragraph (g) of this Section 16.04, in case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock or rights, options or warrants to subscribe for or purchase shares of any class of capital stock (other than any rights, options or warrants that by their terms will also be issued to any Securityholder upon conversion of a Convertible Security into shares of Common Stock without any action required by the Corporation or any other person) or other property (including cash or assets or securities, but excluding (i) any rights, options or warrants referred to in paragraph (b) of this Section, (ii) any dividend or distribution paid exclusively in cash, other than those referred to in paragraphs (e) and (f) below, (iii) any dividend or distribution referred to in paragraph (a) of this Section and (iv) any consideration distributed in any merger or consolidation to which Section 16.11 applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction:

          (i)  the numerator of which will be the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and

         (ii)  the denominator shall be such current market price per share of the Common Stock.

        Such adjustment will become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. If after any such date fixed for determination, any such distribution is not in fact made, the Conversion Rate shall be immediately readjusted, effective as of the date that the Board of Directors determines not to make such distribution, to the Conversion Rate that would have been in effect if such determination date had not been fixed.

        (e)   In case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding cash distributed upon a merger or consolidation to which Section 16.11 applies) in an aggregate amount that, combined together with (i) the aggregate amount of any other all-cash distributions to all holders of its Common Stock made exclusively in cash within the 365-day period preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this paragraph (e) or paragraph (f) of this Section 16.04 has been made and (ii) the aggregate of any cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of any non-cash consideration payable in respect of any tender offer by the Corporation or any of its Subsidiaries for all or any portion of the Common Stock concluded within the 365-day period preceding the date of payment of such distribution and in respect of which no adjustment pursuant to paragraph (f) of this Section 16.04 has been made (the "combined cash and tender amount")

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exceeds 10% of the product of the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common Stock on the date for the determination of holders of shares of Common Stock entitled to receive such distribution times the number of shares of Common Stock outstanding on such date (the "aggregate current market price"), then, and in each such case, immediately after the close of business on such date for determination, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution by a fraction:

          (i)  the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined cash and tender amount over 10% of such aggregate current market price divided by (y) the number of shares of Common Stock outstanding on such date for determination and

         (ii)  the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common Stock on such date fixed for determination.

        (f)    In case a tender offer made by the Corporation or any Subsidiary for all or any portion of the Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (i) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender offer, of any non-cash consideration payable in respect of any other tender offer by the Corporation or any Subsidiary for all or any portion of the Common Stock expiring within the 365-day period preceding the expiration of such tender offer and in respect of which no adjustment pursuant to this paragraph (f) or paragraph (e) of this Section 16.04 has been made and (ii) the aggregate amount of any cash distributions to all holders of the Common Stock within 365-day period preceding the expiration of such tender offer and in respect of which no adjustment pursuant to paragraph (e) of this Section 16.04 has been made (the "combined tender and cash amount") exceeds 10% of the product of the current market price per share of the Common Stock (determined as provided in paragraph (h) of this Section 16.04) as of the last time (the "Expiration Time") tenders could have been made pursuant to such tender offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time, then, and in each such case immediately prior to the opening of business on the day after the date of the Expiration Time, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate immediately prior to the close of business on the date of the Expiration Time by a fraction

          (i)  the numerator of which shall be equal to (A) the product of (1) the current market price per share of the Common Stock (determined as provided in paragraph (h) of this Section 16.04) on the date of the Expiration Time multiplied by (2) the number of shares of Common Stock outstanding (including any tendered shares) on the date of the Expiration Time less (B) the combined tender and cash amount, and

         (ii)  the denominator of which shall be equal to the product of (A) the current market price per share of the Common Stock (determined as provided in paragraph (h) of this Section 16.04) on the date of the Expiration Time multiplied by (B) the number of shares of

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Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the "Purchased Shares").

        (g)   The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 16.11 applies) shall be deemed to involve (i) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of paragraph (d) of this Section 16.04), and (ii) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective," as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (c) of this Section 16.04). Rights, options or warrants issued by the Corporation to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of capital stock of the Corporation, which rights, options or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of shares of capital stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this Section 16.04 not be deemed issued or distributed until the occurrence of the earliest Trigger Event.

        (h)   For the purpose of any computation under paragraphs (b), (d), (e) or (f) of this Section 16.04, the current market price per share of Common Stock on any date shall be calculated by the Corporation and be the average of the daily Closing Prices Per Share for the five consecutive Trading Days selected by the Corporation commencing not more than 10 Trading Days before, and ending not later than the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution.

        (i)    No adjustment in the Conversion Rate shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (i)) would require an increase or decrease of at least one percent in such rate; provided, however, that any adjustments which by reason of this paragraph (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

        (j)    The Corporation may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by paragraphs (a), (b), (c), (d), (e) and (f) of this Section 16.04, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. The Corporation shall have the power to resolve any ambiguity or correct any error in this paragraph (j) and its actions in so doing shall, absent manifest error, be final and conclusive.

        (k)   Notwithstanding the foregoing provisions of this Section, no adjustment of the Conversion Rate shall be required to be made (i) upon the issuance of shares of Common Stock pursuant to any present or future plan for the reinvestment of dividends, (ii) upon a change in the par value of

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the Common Stock or (iii) because of a tender or exchange offer of the character described in Rule 13e-4(h)(5) under the Securities Exchange Act of 1934, as amended, or any successor rule thereto.

        (l)    To the extent permitted by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least 20 days, the increase is irrevocable during such period, and the Board of Directors shall have made a determination that such increase would be in the best interests of the Corporation, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Corporation shall give notice of the increase to the Securityholders in the manner provided in Section 17.03 hereof at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

        Section 16.05.    Notice of Adjustments of Conversion Rate.    Whenever the Conversion Rate is adjusted as herein provided:

        (a)   the Corporation shall compute the adjusted Conversion Rate in accordance with Section 16.04 hereof and shall prepare a certificate signed by the Chief Financial Officer or Treasurer of the Corporation setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and

        (b)   upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Corporation to all Securityholders of Convertible Securities in accordance with Section 17.03.

        Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge remains in effect.

        Section 16.06.    Notice of Certain Corporate Action.    In case:

        (a)   the Corporation shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.04; or

        (b)   the Corporation shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or

        (c)   of any reclassification of the Common Stock, or of any consolidation, merger or share exchange to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the conveyance, sale, transfer or lease of all or substantially all of the assets of the Corporation; or

        (d)   of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 5.02 of this Indenture, and shall cause to be provided to all Securityholders in accordance with Section 17.03 hereof, at least 20 days (or 10 days in any

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case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 16.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Corporation with the Trustee.

        The Corporation shall cause to be filed at the principal office of the Trustee and each office or agency maintained for the purpose of conversion of Convertible Securities pursuant to Section 5.02 of this Indenture, and shall cause to be provided to all Securityholders in accordance with Section 17.03 hereof, notice of any tender offer by the Corporation or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally.

        Section 16.07.    Corporation to Reserve Common Stock; Registration; Listing.    (a) The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Convertible Securities, the full number of shares of Common Stock then issuable upon the conversion of all Outstanding Convertible Securities.

        (b)   The Corporation covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the Convertible Securities, and the Corporation will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Convertible Securities prior to such delivery upon any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

        Section 16.08.    Taxes on Conversions.    Except as provided in the next sentence, the Corporation will pay all stamp taxes and other duties that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Convertible Securities pursuant hereto. The Corporation shall not, however, be required to pay any tax or duty that may be payable in respect of (a) income of the Securityholder, or (b) any transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the Securityholder of the Convertible Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax or duty, or has established to the satisfaction of the Corporation that such tax or duty has been paid.

        Section 16.09.    Covenant as to Common Stock.    The Corporation agrees that all shares of Common Stock that may be delivered upon conversion of Convertible Securities, upon such delivery, will have been duly authorized and validly issued and will be fully paid and nonassessable and, except as provided in Section 16.08 hereof, the Corporation will pay all taxes, liens and charges with respect to the issue thereof.

        Section 16.10.    Cancellation of Converted Securities.    All Convertible Securities delivered for conversion shall be delivered to the Trustee or its agent to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.07 of this Indenture.

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        Section 16.11.    Provision in Case of Consolidation, Merger Or Sale Of Assets.    In case of any consolidation or merger of the Corporation with or into any other person or any merger of another person with or into the Corporation (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Corporation (other than a sale of all or substantially all of the assets of the Corporation that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), the person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Securityholder of each Convertible Security then Outstanding shall have the right thereafter, during the period such Convertible Security shall be convertible as specified in Section 16.01 hereof, to convert such Convertible Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder of the number of shares of Common Stock into which such Convertible Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock (a) is not (i) a person with which the Corporation consolidated or merged with or into or which merged into or with the Corporation or to which such conveyance, sale, transfer or lease was made, as the case may be (a "Constituent Person"), or (ii) an Affiliate of a Constituent Person and (b) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section 16.11 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental indenture shall provide for adjustments that, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section 16.11 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases.

        Notice of the execution of such a supplemental indenture shall be given by the Corporation to the Securityholder of each Convertible Security as provided in Section 17.03 hereof promptly upon such execution.

        Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Securityholders upon the conversion of their Convertible Securities after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers' Certificate or an Opinion of Counsel with respect thereto, which the Corporation shall cause to be furnished to the Trustee upon request.

        Section 16.12.    Responsibility of Trustee for Conversion Provisions.    The Trustee, subject to the provisions of Section 8.01 hereof, and any Conversion Agent shall not at any time be under any duty or responsibility to any Securityholder to determine whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into.

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Neither the Trustee, subject to the provisions of Section 8.01 hereof, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Convertible Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 8.01 hereof, nor any Conversion Agent shall be responsible for any failure of the Corporation to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 8.01 hereof, and any Conversion Agent shall not be responsible for any failure of the Corporation to comply with any of the covenants of the Corporation contained in this Article.

ARTICLE 17
MISCELLANEOUS PROVISIONS

        Section 17.01.    Provisions Binding on Corporation's Successors.    All the covenants, stipulations, promises and agreements in this Indenture contained by the Corporation shall bind its successors and assigns whether so expressed or not.

        Section 17.02.    Official Acts by Successor Corporation.    Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Corporation shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Corporation.

        Section 17.03.    Notices.    Any notice or communication by the Corporation or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the other's address: If to the Corporation:

Constellation Energy Group, Inc.
750 East Pratt Street
Baltimore, MD 21202
Attention: Treasurer
Fax: (410) 470-5680

If to the Trustee:

Deutsche Bank Trust Company Americas
60 Wall Street, 27th Floor
MS: NYC60-2710
New York, NY 10005
Attention: Trust and Securities Services

With a copy to:

Deutsche Bank National Trust Company
for Deutsche Bank Trust Company Americas
25 De Forest Avenue
Second Floor, MS 50M01-0105
Summit, New Jersey 07801
Attention: Trust and Securities Services
Tel: 908-608-3191 Fax:
732-578-4635

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        The Corporation or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

        All notices and communications (other than those sent to Securityholders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

        Any notice or communication to a Securityholder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the Register kept by the registrar. Any notice or communication shall also be so mailed to any person described in Section 313(c) of the Trust Indenture Act, to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.

        If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

        If the Corporation mails a notice or communication to Securityholders, it shall mail a copy to the Trustee at the same time.

        Section 17.04.    Communication by Securityholders with Other Securityholders.    Securityholders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or any series of Securities. The Corporation, the Trustee and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act.

        Section 17.05.    Evidence of Compliance with Conditions Precedent.    Upon any application or demand by the Corporation to the Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

        Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

        Section 17.06.    Governing Law.    THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND EACH SECURITY WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        Section 17.07.    Trust Indenture Act to Control.    If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control.

53

        Section 17.08.    No Adverse Interpretation of Other Agreements.    This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Corporation, its subsidiaries or of any other person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

        Section 17.09.    Severability.    In case any provision in this Indenture or any Security, as the case may be, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        Section 17.10.    Counterpart Originals.    The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

        Section 17.11.    Table of Contents, Headings, etc.    The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions.

        Section 17.12.    USA Patriot Act.    The Corporation acknowledges that, in accordance with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions, is required to obtain, verify and record information that identifies each person or legal entity that opens an account. The Corporation agrees that it will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

        Deutsche Bank Trust Company Americas, as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions herein above set forth.

54

        IN WITNESS WHEREOF, Constellation Energy Group, Inc. has caused this Indenture to be signed in its corporate name and acknowledged by its duly authorized officer and Deutsche Bank Trust Company Americas, Trustee, has caused this Indenture to be signed by one of its authorized signatories, as of the day and year first written above.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ John R. Collins
	Name:	John R. Collins
	Title:	Executive Vice President and Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:	/s/ Kenneth R. Ring
	Name:	Kenneth R. Ring
	Title:	Vice President
By:	/s/ Rodney Gaughan
	Name:	Rodney Gaughan
	Title:	Vice President

SIGNATURE PAGE FOR INDENTURE

55

EXHIBIT A

FRONT

REGISTERED
	REGISTERED
CUSIP

CONSTELLATION ENERGY GROUP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

[title]

If this Note is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Note is exchanged in whole or in part for Notes in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein.

PRINCIPAL AMOUNT:

INTEREST RATE:

STATED MATURITY:

ORIGINAL ISSUE DATE:

ISSUE PRICE:

        Constellation Energy Group, Inc., a Maryland corporation (herein called the "Company", which term includes any successor corporation under the Indenture, as hereinafter defined), for value received, promises to pay to Cede & Co. or its registered assigns, the principal sum of                                    on the Stated Maturity shown above and to pay interest on said principal sum from                                    , at the fixed rate per annum shown above, semi-annually on                     (the "Interest Payment Date(s)") of each year beginning                                    until the Stated Maturity or upon redemption or repurchase of this Note. Each payment of interest payable on each Interest Payment Date and at Stated Maturity or, if applicable, upon redemption or repurchase shall include interest to, but excluding the relevant Interest Payment Date and the date of Stated Maturity or redemption, respectively. Said interest shall be computed on the basis of a 360-day year of twelve 30-day months. In the event this Note is issued between a Record Date (the                                    and                                     next preceding the                                    Interest Payment Dates) and an Interest Payment Date or on an Interest Payment Date, the first day that interest shall be payable will be on the Interest Payment Date following the next succeeding Record Date. In the event of a Default in the payment of interest, interest will be payable as provided in that certain Indenture dated as of June 19, 2008 (the "Indenture"), by and between the Company and Deutsche Bank Trust Company Americas, a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture).

A-1

        The Company has the option to redeem all or any part of the Note at any time prior to the Stated Maturity. The Company shall give notice by mail of any redemption at least 30 days, but not more than 60 days, before a redemption date. [insert make whole provisions if any] The Company shall pay a redemption price [insert information on redemption price]

        Pursuant to the provisions of the Indenture, the Company will maintain an agency at Deutsche Bank Trust Company Americas in The City of New York, New York (the "Bank"), or at such other agencies as may from time to time be designated, where the Notes may be presented for payment, for registration of transfer and exchange, and where notices or demands to, or upon, the Company may be served.

        The interest so payable on any                                    will, subject to certain exceptions provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the                                    and                                     next preceding the                                    and                                     Interest Payment Dates; provided, however, that interest payable at Stated Maturity or, if applicable, upon redemption or repurchase, shall be payable to the person to whom principal shall be payable. Payment of the principal of and interest on this Note will be made at the Bank in U.S. dollars; provided, however, that payments of interest (other than any interest payable at Stated Maturity or upon redemption or repurchase) may be made at the option of the Company (i) by checks mailed to the addresses of the persons entitled thereto as such addresses shall appear in the Register of the Notes or (ii) by wire transfer to persons who are holders of record at such other addresses that have been filed with the Bank on or prior to the Record Date.

        Payment of the principal, premium, if any, and interest payable at Stated Maturity, or, if applicable, upon redemption or repurchase, on this Note will be made in immediately available funds at the request of the holder provided that this Note is presented to the Bank in time for the Bank to make such payments in such funds in accordance with its normal procedures.

        Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place.

        Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee or a duly designated authentication agent by manual signature, this Note shall not be entitled to any benefit under said Indenture, or be valid or obligatory for any purpose.

        IN WITNESS WHEREOF, Constellation Energy Group, Inc. 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.

A-2

Dated:
CONSTELLATION ENERGY GROUP, INC.
By:
ATTEST:		[SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the Indenture described herein.
Dated:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	Authorized Signatory

A-3

(REVERSE)

CONSTELLATION ENERGY GROUP, INC.

[title]

        This Note is one of a duly authorized issue of debt securities (the "Securities") of the Company, of a series designated as its                        Notes due                                    (herein called the "Notes"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to                                    , issued and to be issued under the Indenture, to which Indenture and all relevant indentures supplemental thereto reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Bank and the Securityholders and the terms upon which the Notes are, and are to be, authenticated and delivered. The Securities, of which the Notes constitute a series, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. All capitalized terms not otherwise defined herein shall have the definitions assigned to them in the Indenture.

        This Note may not be redeemed by the Company prior to Stated Maturity unless otherwise set forth on the face hereof. Notwithstanding Section 4.03 of the Indenture, pursuant to Section 4.01 thereof, and if so indicated on the face of this Note, this Note may be redeemed at the option of the Company on any date on or after the date set forth on the face hereof in whole or in part in increments of $1,000, at a redemption price or prices designated on the face hereof to be redeemed together with interest thereon payable to the date fixed for redemption. This Note may be so redeemed in whole or in part whether or not other Notes of the same series are redeemed.

        Notice of redemption by the Company will be given by the Company by mail to holders of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. The Bank may carry out the responsibilities to be performed by the Trustee required by Article 4 of the Indenture.

        The Company is not required to repurchase Notes from holders prior to Stated Maturity unless otherwise set forth on the face hereof. If so indicated on the face hereof, this Note may be repurchased by the Company at the option of the holder on the dates and at the prices designated thereon, in whole or in part in increments of $1,000, together with interest payable to the repurchase date. For book-entry notes, unless otherwise specified on the face of this Note, holders must deliver written notice to the Bank at least 30, but no more than 60, days prior to the date of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. The written notice must specify the principal amount to be repurchased and must be signed by a duly authorized officer of the Depositary participant (signature guaranteed). For definitive notes, unless otherwise specified on the face of this Note, holders must complete the "Option to Elect Repayment" on the reverse of this Note and then deliver this Note to the Bank at least 30, but no more than 45, days prior to the date of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. All notices are irrevocable.

        In the event of redemption or repurchase of this Note in part only, a new Note or Notes of this series, having the same Stated Maturity, optional redemption or repurchase provisions, Interest Rate and other terms and provisions of this Note, in authorized denominations in an aggregate principal amount equal to the unredeemed portion hereof will be issued in the name of the holder hereof upon the surrender hereof.

        The Notes will not be subject to conversion, amortization or any sinking fund.

A-4

        As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note may be registered on the Register of the Notes, upon surrender of this Note for registration of transfer at the Bank, or at such other agencies as may be designated pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee or the Bank duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

        The Notes are issuable only as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of other authorized denominations having the same interest rate, Stated Maturity, optional redemption or repurchase provisions, if any, and Original Issue Date, as requested by the Securityholder surrendering the same.

        No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

        The Company, the Trustee, the Bank, the Security registrar and any agent of the Company, the Trustee, the Bank, or the Security registrar may treat the Securityholder in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, the Bank, the Security registrar nor any such agent shall be affected by notice to the contrary.

        If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

        The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of any series under the Indenture at any time by the Company with the consent of the holders of not less than 66²/3% in aggregate principal amount of the Securities at the time Outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities of any series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the interest of the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

        The Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not prevent the holder hereof from enforcing payment of the principal of or interest on this Note.

A-5

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

        No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-6

ASSIGNMENT FORM

        To assign this Note, fill in the form below:

Assignee's Social Security or Tax I.D. Number:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

 
(Print or Type Assignee's Name, Address and Zip Code)

the within Note of the Company and hereby does irrevocably constitute and appoint

Attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

 
Signature of Assignor
(Sign exactly as name appears on the face of the Note)

Dated:

A-7

EXHIBIT B

Constellation Energy Group, Inc.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

FORM OF FLOATING RATE DEBT SECURITIES

[If this Note is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Note is exchanged in whole or in part for Notes in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein.]

PRINCIPAL AMOUNT:
INITIAL INTEREST RATE:
STATED MATURITY:
INDEX MATURITY:
SPREAD:
ORIGINAL ISSUE DATE:
SPREAD MULTIPLIER:	%
ISSUE PRICE:
MAXIMUM INTEREST RATE:	%
MINIMUM INTEREST RATE:	%
CALCULATION AGENT:
INTEREST PAYMENT DATES:
(Monthly, Quarterly, Semi-Annually or Annually)

B-1

INTEREST RESET DATES:

(Daily, Weekly, Monthly, Quarterly, Semi-Annually or Annually)

INTEREST DETERMINATION DATES:

CALCULATION DATES:

INTEREST RATE BASIS (Check One):

o CD Rate

o Commercial Paper Rate

o LIBOR (o Reuters o Telerate)

o Treasury Rate

o Federal Funds Effective Rate

o Prime Rate

o CMT Rate (o Telerate 7055) (o Telerate 7052)

REDEEMABLE AT THE OPTION OF THE COMPANY ON OR AFTER	REDEMPTION PRICES (% OF PRINCIPAL AMOUNT)
SUBJECT TO REPURCHASE AT THE OPTION OF THE HOLDER ON	REPURCHASE PRICES (% OF PRINCIPAL AMOUNT)

[Remarketing provisions, if any, to be included here]

        Constellation Energy Group, Inc. a Maryland corporation (herein called the "Company" which term includes any successor corporation under the Indenture, as hereinafter defined), for value received, promises to pay to Cede & Co. or its registered assigns, the principal sum of                        DOLLARS on the Stated Maturity shown above and to pay interest on said principal sum from the Original Issue Date shown above if interest has not been paid on this Note or from the most recent Interest Payment Date for which interest has been paid or duly provided for until Stated Maturity or, if applicable, upon redemption or repurchase at the rate per annum determined in accordance with the provisions on the reverse hereof, depending on the Interest Rate Basis and the Spread and/or Spread Multiplier, as the case may be, specified above. Interest will be payable on each Interest Payment Date and at Stated Maturity or upon redemption or repurchase. Each payment of interest payable at Stated Maturity or, if applicable, upon redemption or repurchase shall include interest to, but excluding the date of Stated Maturity or redemption or repurchase. In the event this Note is issued between a Record Date (the date 15 calendar days prior to each Interest Payment Date whether or not such day shall be a Business Day) and an Interest Payment Date or on an Interest Payment Date, the first day that interest shall be payable will be on the Interest Payment Date following the next succeeding Record Date. In the event of a Default in the payment of interest, interest will be payable as provided in that certain Indenture dated as of June 19, 2008 (the "Indenture"), by and between the Company and Deutsche Bank Trust Company Americas, a corporation duly organized and existing under the laws

B-2

of the State of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture).

        Pursuant to the provisions of the Indenture, the Company will maintain an agency at Deutsche Bank Trust Company Americas in The City of New York, New York (the "Bank"), or at such other agencies as may from time to time be designated, where the Notes may be presented for payment, for registration of transfer and exchange, and where notices or demands to, or upon, the Company may be served.

        The interest so payable on the dates specified above will, subject to certain exceptions provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the date 15 calendar days prior to each Interest Payment Date whether or not such day shall be a Business Day; provided, however, that interest payable at Stated Maturity or, if applicable, upon redemption or repurchase, shall be payable to the person to whom principal shall be payable. Payment of the principal of and interest on this Note will be made at the Bank in U.S. dollars; provided, however, that payments of interest (other than any interest payable at Stated Maturity or upon redemption or repurchase) may be made at the option of the Company (i) by checks mailed to the addresses of the persons entitled thereto as such addresses shall appear in the Register of the Notes or (ii) by wire transfer to persons who are holders of record at such other addresses that have been filed with the Bank on or prior to the Record Date.

        Payment of the principal, premium, if any, and interest payable at Stated Maturity, or, if applicable, upon redemption or repurchase, on this Note will be made in immediately available funds at the request of the holder provided that this Note is presented to the Bank in time for the Bank to make such payments in such funds in accordance with its normal procedures.

        Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place.

        Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee or a duly designated authentication agent by manual signature, this Note shall not be entitled to any benefit under said Indenture, or be valid or obligatory for any purpose.

        IN WITNESS WHEREOF, Constellation Energy Group, Inc. 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.

B-3

Dated:
CONSTELLATION ENERGY GROUP, INC.
By:
ATTEST:		[SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the Indenture described herein.
Dated:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	Authorized Signatory

B-4

(REVERSE)

CONSTELLATION ENERGY GROUP, INC.

SERIES                        , due

(FLOATING RATE NOTE)

        This Note is one of a duly authorized issue of debt securities (the "Securities") of the Company, of a series designated as its Series                        , due                                    (herein called the "Notes"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $                                    , issued and to be issued under the Indenture, to which Indenture and all relevant indentures supplemental thereto reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Bank and the Securityholder and the terms upon which the Notes are, and are to be, authenticated and delivered. The Securities, of which the Notes constitute a series, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. All capitalized terms not otherwise defined herein shall have the definitions assigned to them in the Indenture.

        Commencing with the applicable Interest Reset Date first following the Original Issue Date specified on the face hereof, the rate at which interest on this Note is payable shall be reset daily, weekly, monthly, quarterly, semi-annually or annually as shown on the face hereof. The interest rate per annum for each interest reset period shall be calculated on the applicable Interest Determination Date specified on the face hereof and shall be the Interest Rate Basis specified on the face hereof, determined in accordance with the provisions of the applicable heading below, adjusted by adding or subtracting a Spread and/or multiplying by a Spread Multiplier, as the case may be, specified on the face hereof; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date with respect to this Note will be the Initial Interest Rate specified on the face hereof and (ii) the interest rate in effect for the ten days immediately prior to the Stated Maturity or redemption or repurchase will be that in effect on the tenth day preceding such Stated Maturity or redemption or repurchase. Each such adjusted rate shall be applicable on and after the Interest Reset Date to which it relates, to, but not including, the next succeeding Interest Reset Date or until the Stated Maturity, or the date of redemption or repurchase, as the case may be. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day (as defined below), except that if the Interest Rate Basis specified on the face hereof is LIBOR, and if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Subject to provisions of applicable law and except as specified herein, on each Interest Reset Date the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below.

        All percentages resulting from any calculation on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent with one-half cent being rounded upward.

DETERMINATION OF CD RATE.

        If the Interest Rate Basis on this Note is the CD Rate, the CD Rate with respect to this Note shall equal the rate on each Interest Determination Date designated on the face hereof for negotiable certificates of deposit having the Index Maturity designated on the face hereof as published in

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H.15(519) under the heading "CDs (Secondary Market)." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit having the Index Maturity as published in Composite Quotations under the heading "Certificates of Deposit." If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the CD Rate for that CD Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity in a denomination of $5,000,000; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period.

        The CD Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to first Interest Reset Date will be the Initial Interest Rate specified on the face hereof, and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

DETERMINATION OF COMMERCIAL PAPER RATE.

        If the Interest Rate Basis on this Note is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall equal the Money Market Yield (calculated as described below) of the rate on each Interest Determination Date designated on the face hereof for commercial paper having the Index Maturity designated on the face hereof as published in H.15(519) under the heading "Commercial Paper." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity as published in Composite Quotations under the heading "Commercial Paper." If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Commercial Paper Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity designated on the face hereof placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized rating agency; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Commercial Paper Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period.

        "Money Market Yield" shall be a yield (expressed as a percentage rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) calculated in accordance with the following formula:

  
Money Market Yield = D × 360
360 - (D × M) ×100

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where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the period for which interest is being calculated.

        The Commercial Paper Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

DETERMINATION OF LIBOR.

        If the Interest Rate Basis on this Note is LIBOR, LIBOR with respect to this Note will be determined by the Calculation Agent in accordance with the following provisions:

        (a)   With respect to any Interest Determination Date, LIBOR will be determined by either (i) the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second Business Day immediately following such Interest Determination Date, which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on that Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page, or (ii) the rate for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second Business Day immediately following such Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on such Interest Determination Date. If neither Reuters Screen LIBO Page nor Telerate Page 3750 is specified on the face hereof, LIBOR will be determined as if Telerate Page 3750 had been specified.

        (b)   With respect to an Interest Determination Date on which fewer than two offered rates appear on the Reuters Screen LIBO Page or no rate appears on Telerate Page 3750 for the applicable Index Maturity as described in (a) above, LIBOR will be determined on the basis of the rates at approximately 11:00 A.M., London time, on such Interest Determination Date at which deposits in U.S. dollars having the Index Maturity designated on the face hereof are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent commencing on the second Business Day immediately following such Interest Determination Date and in a principal amount not less than $1,000,000 that in the Calculation Agent's judgment is representative for a single transaction in such market at such time (a "Representative Amount"). The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on such Interest Determination Date by three major banks in The City of New York, selected by the Calculation Agent, for loans in U.S. dollars to leading European banks having the specified Index Maturity commencing on the second Business Day immediately following such Interest Determination Date and in a Representative Amount; provided, however, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as LIBOR as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period.

        LIBOR determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the

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interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE.

        If the Interest Rate Basis on this Note is the Federal Funds Effective Rate, the Federal Funds Effective Rate with respect to this Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate on such date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not so published prior to 11:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Federal Funds Effective Rate will be the rate on such Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate was neither published in H.15(519) by 11:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Federal Funds Effective Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Federal Funds Effective Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period.

        The Federal Funds Effective Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

DETERMINATION OF PRIME RATE.

        If the Interest Rate Basis on this Note is the Prime Rate, the Prime Rate with respect to the Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear on the Reuters Screen USPRIMEONE Page as such bank's prime rate or base lending rate as in effect for that Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE Page for the Interest Determination Date, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks

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selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period.

        The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

DETERMINATION OF TREASURY RATE.

        If the Interest Rate Basis on this Note is the Treasury Rate, the Treasury Rate with respect to this Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity designated on the face hereof as published in H.15(519) under the heading, "U.S. Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity designated on the face hereof are neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date, nor otherwise published or reported as provided above by 3:00 P.M., New York City time on such date, or if no such auction is held in a particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Treasury Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period.

        The Treasury Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

DETERMINATION OF CMT RATE

        If the Interest Rate Basis on this Note is the CMT Rate, the CMT Rate with respect to this Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate displayed on the Designated CMT Telerate Page under the caption "...Treasury Constant Maturities.. Federal Reserve Board Release H.15... Mondays Approximately 3:45 P.M.," under the column for the Index Maturity designated on the face hereof (i) if the Designated CMT Telerate Page is 7055, the rate for the applicable Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the Interest

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Determination Date occurs. If no page is specified on the face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent week. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity designated on the face hereof as published in the relevant H.15 (519). If such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity on the face hereof (or other United States Treasury rate for such Index Maturity for that Interest Determination Date with respect to such Interest Reset Date) as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Note") with an original maturity of approximately the Index Maturity designated on the face hereof and a remaining term to maturity of not less than such Index Maturity minus one year. If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the Index Maturity designated on the face hereof, the quotes for the Treasury Note with the shorter remaining term to maturity will be used. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity designated on the face hereof and a remaining term to maturity closest to such Index Maturity and in an amount of at least $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the rate of interest in effect for the applicable period will be the same as the CMT Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding Interest Reset Period.

        The CMT Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate, in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

        Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The

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Calculation Agent shall calculate the interest rate on this Note in accordance with the foregoing on each Interest Determination Date.

        The Interest Rate on this Note will in no event be higher than the maximum rate permitted by Maryland law as the same may be modified by the United States law of general applicability.

        The Calculation Agent will, upon the request of the Holder of this Note provide to such Holder the interest rate hereon then in effect and, if different, the interest rate which will become effective as of the next applicable Interest Reset Date.

        If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Note shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above, and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. "Business Day" means any day other than a Saturday or Sunday that (a) is not a day on which banking institutions in the State of Maryland, or in New York, New York, are authorized or obligated by law or executive order to be closed, and (b) with respect to LIBOR Notes only, is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

        Interest payments for this Note will include interest accrued to but excluding the Interest Payment Dates; provided, however, that if the Interest Reset Dates with respect to this Note are daily or weekly, interest payable on any Interest Payment Date, other than interest payable on any date on which principal hereof is payable, will include interest accrued to and including the Record Date next preceding such Interest Payment Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon has been paid, as the case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for each such day shall be computed by dividing the interest rate (expressed as a decimal, rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) applicable to each such day by 360, in the case of the Commercial Paper Rate, CD Rate, LIBOR, Federal Funds Effective Rate or Prime Rate, or by the actual number of days in the year in the case of the Treasury Rate or the CMT Rate.

        This Note may not be redeemed by the Company prior to Stated Maturity unless otherwise set forth on the face hereof. Notwithstanding Section 4.03 of the Indenture, pursuant to Section 4.01 thereof, and if so indicated on the face of this Note, this Note may be redeemed at the option of the Company, on any date on or after the date set forth on the face hereof in whole or in part in increments of $1,000, at a redemption price or prices designated on the face hereof to be redeemed together with interest thereon payable to the date fixed for redemption. This Note may be so redeemed in whole or in part whether or not other Notes of the same series are redeemed.

        Notice of redemption or repurchase will be given by the Company by mail to holders of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. The Bank may carry out the responsibilities to be performed by the Trustee required by Article 4 of the Indenture.

        The Company is not required to repurchase Notes from holders prior to Stated Maturity unless otherwise set forth on the face hereof. If so indicated on the face hereof, this Note may be repurchased by the Company at the option of the holder on the dates and at the prices designated thereon, in whole or in part in increments of $1,000, together with interest payable to the repurchase date. For book-entry notes, unless otherwise specified on the face of this Note, holders must deliver written

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notice to the Bank at least 30, but no more than 60, days prior to the date of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. The written notice must specify the principal amount to be repurchased and must be signed by a duly authorized officer of the Depositary participant (signature guaranteed). For definitive notes, unless otherwise specified on the face of this Note, holders must complete the "Option to Elect Repayment" on the reverse of this Note and then deliver this Note to the Bank at least 30, but no more than 45, days prior to the date of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. All notices are irrevocable.

        In the event of redemption or repurchase of this Note in part only, a new Note or Notes of this series, having the same Stated Maturity, optional redemption or repurchase provisions, Interest Rate and other terms and provisions of this Note, in authorized denominations in an aggregate principal amount equal to the unredeemed portion hereof will be issued in the name of the holder hereof upon the surrender hereof.

        [Remarketing provisions, if any, to be included here]

        The Notes will not be subject to conversion, amortization or any sinking fund.

        As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note may be registered on the Register of the Notes, upon surrender of this Note for registration of transfer at the Bank, or at such other agencies as may be designated pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee or the Bank duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

        The Notes are issuable only as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of other authorized denominations having the same Interest Rate, Stated Maturity, optional redemption or repurchase provisions, if any, and Original Issue Date, as requested by the Securityholder surrendering the same.

        No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee, the Bank, the Security registrar and any agent of the Company, the Trustee, the Bank, or the Security registrar may treat the Securityholder in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, the Bank, the Security registrar nor any such agent shall be affected by notice to the contrary.

        If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

        The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of any series under the Indenture at any time by the Company with the consent of the holders of not less than 66²/3% in aggregate principal amount of the Securities at the time outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities of any series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the interest of the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in

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aggregate principal amount of the Securities of any series at the time outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

        The Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the outstanding Securities of such series and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not prevent the holder hereof from enforcing payment of the principal of or interest on this Note.

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

        No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

        This Note shall be governed by and construed in accordance with the laws of the State of New York.

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ASSIGNMENT FORM

        To assign this Note, fill in the form below:

Assignee's Social Security or Tax I.D. Number:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

 
(Print or Type Assignee's Name, Address and Zip Code)

the within Note of the Company and hereby does irrevocably constitute and appoint

Attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

 
Signature of Assignor
(Sign exactly as name appears on the face of the Note)

Dated:

B-14

[HOLDER'S OPTION TO ELECT REPURCHASE]

[IN THE CASE OF CERTIFICATED NOTES ONLY]

        The undersigned hereby irrevocably requests and instructs the Company to repurchase the within or attached Note (or portion thereof specified below) pursuant to its terms at a price equal to    % of the principal amount thereof, together with accrued interest, if any, to the repurchase date, to the undersigned, at

(Print or type name, address and phone number of the undersigned)

        For the within or attached Note to be repurchased on the repurchase date, the Bank must receive at least 30, but not more than 45, days prior to the date of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice, (i) this Note with the "Option to Elect Repayment" form duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth the name, address and telephone number of the holder of such Note, the principal amount of such Note, the amount of the Note to be repurchased, a statement that the option to elect repayment is being made thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of such Note duly completed will be received by the Bank not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Note and form are received by the Bank by such fifth Business Day.

        If less than the entire principal amount of the within or attached Note is to be repurchased, specify the portion to be repurchased: $            and specify the denomination or denominations of the Note or Notes to be issued to the holder for the portion of the Note not being repurchased (in the absence of specific instruction, one such Note will be issued): $            .

        NOTICE: The signature to this Option to Elect Repayment must correspond with the names as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

 
Signature of Assignor
(Sign exactly as name appears on the face of the Note)

Dated:

B-15

EXHIBIT C

Form of Zero Coupon Unsecured Debt Securities

        THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

        THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. SOLELY FOR PURPOSES OF APPLYING THE RELEVANT U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES, FOR EACH $1,000 STATED PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $            ; THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $                                    ; THE ISSUE DATE IS JUNE            , 2008 AND THE YIELD TO MATURITY IS            % PER ANNUM, COMPOUNDED SEMI-ANNUALLY.

C-1

(FACE OF NOTE)

CONSTELLATION ENERGY GROUP, INC

ZERO COUPON SENIOR NOTE DUE 20    

No.            .	$
	CUSIP NO:

        PRINCIPAL AMOUNT AT MATURITY: $

        SPECIFIED CURRENCY: U.S. Dollar

        ORIGINAL ISSUE DATE:

        MATURITY DATE:

        INTEREST RATE PER ANNUM: 0.00%.

        ORIGINAL ISSUE DISCOUNT: The difference between the original issue price and the aggregate principal amount at maturity is referred to herein as the "original issue discount." This original issue discount will accrue at a rate of            % per year, compounded semiannually on                                    and                                     of each year until maturity or until the Notes are prepaid at the option of the holder. The accrual of original issue discount will be calculated using a 360-day year comprised of twelve 30 days months.

        Constellation Energy Group, Inc., a Maryland corporation (herein called the "Company." which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $                                     (                                    ), or the principal sum set forth on the Schedule of Increases or Decreases of interests in the Global Security attached hereto, on                                    , 20            , (the "Maturity Date"), provided that if such day is not a Business Day, the payment of principal may be made on the next succeeding Business Day, as if it were made on the date this payment was due, and no original issue discount will accrue as a result of this delayed payment, at the office or agency of the Company referred to below. This Note will not bear interest. This Note has been issued with original issue discount.

        Payment of the principal of this Note will be made at the office or agency of the Company maintained for that purpose (which initially will be the office of the Trustee maintained at 60 Wall Street, 27^th Floor, MS: NYC60-2710, New York, New York 10005, or at such other office or agency of the Company as may be maintained for such purpose), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

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        IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:
CONSTELLATION ENERGY GROUP, INC.
By:
ATTEST:		[SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the Indenture described herein.
Dated:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	Authorized Signatory

C-3

(REVERSE OF NOTE)

        1.    Indenture.    This Note is one of a duly authorized issue of securities of the Company designated as its Zero Coupon Senior Notes due 20            (herein called the "Notes"), issued under an indenture (herein called the "Indenture") dated as of June 19, 2008, between the Company and Deutsche Bank Trust Company Americas, as trustee (herein called the "Trustee" which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered.

        Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Indenture.

        The terms of the Notes include those stated in the Indenture (except as superseded by the terms set forth in the Notes) and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. § 77aaa-77bbbb) (the "TIA"); as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms.

        No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

        2.     Original Issue Discount. The Notes shall accrue original issue discount on a 360-day year of twelve 30-day months, compounding on each                         and                         . The "Accreted Value" of the Notes on any compounding date (each such compounding date, an "Accreted Value Calculation Date") shall be equal to the product of (i) the aggregate principal amount at maturity and (ii) the accretion factor for such date as set forth in the accretion value schedule below (the "Accretion Factor"). The "Accreted Value" of the Notes on any date between two Accreted Value Calculation Dates (an "Interim Date") shall be equal to the sum of (x) the Accreted Value on the first such Accreted Value Calculation Date and (y) the product of (A) 1/180^th of the difference between the Accreted Values on the second and the first such Accreted Value Calculation Dates and (B) the number of days (based on a 360-day year of twelve 30-day months) from and including the first of the two Accreted Value Calculation Dates to but excluding the Interim Date.

Accretion Value Schedule

Accretion Calculation Date Accretion Factor % Accretion Value
(in Dollars)

        3.    Redemption and Repurchase.    The Notes are not redeemable.

        Beginning on                        , 20            and on the same day each year thereafter, holders of the Notes shall have the right to require the Company to purchase all or a portion of their Notes on the dates and at the prices set forth below in the following Prepayment Schedule. Such date is referred to herein as a "Purchase Date."

Prepayment Schedule

Purchase Date Purchase Price per million
principal amount at maturity in
Dollars

C-4

        The purchase prices shown above are equal to the original issue price plus accrued original issued discount to the applicable Purchase Date. A holder of a Note electing to require the Company to purchase all or a portion of their Notes must provide written notice via facsimile and courier to the trustee and the Company at least 20 Business Days prior to a Purchase Date. Such notice shall state (i) the portion of the principal amount at maturity of the Notes that such holder is electing to have purchased, which must be $1,000,000 principal amount at maturity or an integral multiple of $1,000 in excess thereof, (ii) that the Notes are to be purchased pursuant to the applicable provisions of the Notes and (iii) the applicable purchase price, as indicated in the above Prepayment Schedule.

        The Company's obligation to pay the purchase price of Notes, for which a written notice has been delivered is conditioned upon the holder delivering the Notes (through the facilities of The Depositary Trust Company ("DTC") while the Notes are registered and held by DTC) specified in the written notice, together with the necessary endorsements, to the trustee at any time after delivery of the written notice. The Company shall cause the purchase price for such Notes to be paid promptly following the later of the Purchase Date or the time of delivery of the Notes, provided that if such day is not a Business Day, the payment of the purchase price may be made on the next succeeding Business Day, as if it were made on the date this payment was due, and no original issue discount shall accrue as a result of this delayed payment. If the trustee holds money sufficient to pay the purchase price of the Notes on the Purchase Date, then, whether or not such Notes are delivered to the trustee, original issue discount on such Notes will cease to accrue beginning on the Purchase Date and, immediately after the Purchase Date, such Notes shall cease to be outstanding. Thereafter, all other rights of the holders of such Notes shall terminate, other than the right to receive the purchase price upon delivery of such Notes.

        4.    Defaults and Remedies.    If an Event of Default occurs and is continuing, the Accreted Value of all of the Outstanding Notes of this series on the date the Notes are paid (rather than the principal amount as provided in the Indenture), may be declared due and payable in the manner and with the effect provided in the Indenture.

        5.    Amendment and Waivers.    The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of any series under the Indenture at any time by the Company with the consent of the holders of not less than 66²/3% in aggregate principal amount of the Securities at the time Outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities of any series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the interest of the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

        The Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not prevent the holder hereof from enforcing payment of the principal of or interest on this Note.

C-5

        In addition to clauses (i) and (ii) of Section 11.02 of the Indenture, no such supplemental indenture or waiver (including a waiver pursuant to Section 7.07 of the Indenture) shall, without the consent of the Holder of each Outstanding Note affected thereby:

        (iii)  alter the Company's obligation to purchase Notes as it arises hereunder;

        (iv)  alter the calculation of Accreted Value; or

         (v)  modify Section 3 of this Note.

        6.    Denominations. Transfers and Exchanges.    The Notes are issuable only in registered form without coupons in minimum denominations of $1,000,000 and any integral multiple of $1,000.

        As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the applicable Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company, maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Register duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

        7.    Persons Deemed Owners.    Prior to and at the time of due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

        In determining whether the Holders of the requisite principal amount of the Notes of this series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture, the principal amount that shall be deemed to be Outstanding shall be the Accreted Value of the Notes on the date of determination.

        8.    Unclaimed Money.    If money deposited with the Trustee or any applicable agent for the payment of Accreted Value of the Notes remains unclaimed for two years, the Trustee and such paying agent shall return the money to the Company. After that, Holders entitled to the money must look to the Company for payment unless applicable abandoned property law designates another Person and all liability of the Trustee and such paying agent shall cease. Other than as set forth in this paragraph, the Notes and the Indenture, respectively, do not provide for any periods for the escheatment of the payment of Accreted Value on the Notes.

        9.    GOVERNING LAW.THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        The Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture. Requests may be made to: Constellation Energy Group, Inc., 750 East Pratt Street, Baltimore, Maryland 21202, Attention: Treasurer.

C-6

ASSIGNMENT FORM

        If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Note to

(Insert assignee's social security number)

 
(Print or type assignee's name, address and zip code) and irrevocably appoint

 
agent to transfer this Note on the books of the Company. The agent may substitute another to act for such agent.

C-7

OPTION OF HOLDER TO ELECT PURCHASE

        If you wish to have this Note purchased by the Company, check the box:    o

        If you wish to have a portion of this Note purchased by the Company, state the amount:

$ Date:
	Your Signature:	(Sign exactly as your name appears on the side of this NOTE)
	By:	NOTICE: to be executed by an executive officer
Signature Guarantee:

C-8

SCHEDULE OF INCREASES OR DECREASES OF INTEREST IN THE GLOBAL NOTE

        The initial outstanding principal amount at maturity of this Global Security is $                                    .

        The following increases or decreases in this Global Security have been made:

Date Amount of
decrease in
Principal Amount
at Maturity Amount of
increase in
Principal Amount
at Maturity of this
Global Security Principal Amount
at Maturity of this
Global Security
following such
decrease or
increase Signature of
authorized officer
of Trustee or Note
Custodian

C-9

EXHIBIT D

[FORM OF CERTIFICATE OF TRANSFER]

Constellation Energy Group, Inc.
750 East Pratt Street
Baltimore, MD 21202
Attention:    Secretary of the Company

Deutsche Bank Trust Company Americas
60 Wall Street, 27^th Floor
New York, NY 10005
Attention: Trust and Securities Services

Re:

[            ] Notes due [                        ]

        Reference is hereby made to the Indenture, dated as of June 19, 2008 (the "Indenture"), between Constellation Energy Group, Inc., a Maryland corporation, as issuer (the "Company"), and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                             , (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                                    in such Note[s] or interests (the "Transfer"), to                                    (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.

o    Check if Transferee will take delivery of a beneficial interest in a Restricted Global Security or a Restricted Definitive Security Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule l44A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Restricted Definitive Security is being transferred to a person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Restricted Definitive Security for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Restricted Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Security and/or the Restricted Definitive Security and in the Indenture and the Securities Act.

2.

o    Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Security pursuant to any provision of the Securities Act other than Rule 144A. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Securities and Restricted Definitive Securities and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

        (a)   o    such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

        or

        (b)   o    such Transfer is being effected to the Company or a subsidiary thereof;

D-1

        or

        (c)   o    such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

3.

o    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Security or of an Unrestricted Definitive Security.

        (a)   o    Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive Securities and in the Indenture.

        (b)   o    Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture.

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

	[Insert Name of Transferor]
	By:	Name: Title:
Dated:                                    ,

D-2

ANNEX A TO CERTIFICATE OF TRANSFER

1.

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)

o    a beneficial interest in the Restricted Global Security; or

(b)

o    a Restricted Definitive Security.

2.

After the Transfer the Transferee will hold:

[CHECK ONE]

(a)

o    a beneficial interest in the:

(i)

o    Restricted Global Security (CUSIP                        ), or

(ii)

o    Unrestricted Global Security (CUSIP                        ); or

(b)

o    Restricted Definitive Security; or

(c)

o    an Unrestricted Definitive Security,

in accordance with the terms of the Indenture.

D-3

EXHIBIT E

[FORM OF CERTIFICATE OF EXCHANGE]

Constellation Energy Group, Inc.
750 East Pratt Street
Baltimore, MD 21202
Attention:    Secretary of the Company

Deutsche Bank Trust Company Americas
60 Wall Street, 27^th Floor
New York, NY 10005
Attention: Trust and Securities Services

Re:

[            ] Notes due [                        ]

        Reference is hereby made to the Indenture, dated as of June 19, 2008 (the "Indenture"), between, Constellation energy Group, Inc., a Maryland corporation, as issuer (the "Company"), and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                , (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                        in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that:

1.

Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security .

(a)    o    Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)    o    Check if Exchange is from beneficial interest in a Restricted Global Security to Unrestricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)    o    Check if Exchange is from Restricted Definitive Security to beneficial interest in an Unrestricted Global Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer

E-1

contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)    o    Check if Exchange is from Restricted Definitive Security to Unrestricted Definitive Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.

Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities.

(a)    o    Check if Exchange is from beneficial interest in a Restricted Global Security to Restricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act.

(b)    o    Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security.    In connection with the Exchange of the Owner's Restricted Definitive Security for a beneficial interest in the Restricted Global Security, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act.

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

		[Insert Name of Owner]
		By:
			Name:
			Title:
Dated:	,

E-2

QuickLinks

Exhibit 4(a)

CROSS-REFERENCE TABLE
ARTICLE 4 REDEMPTION
ARTICLE 5 COVENANTS
ARTICLE 6 SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE
ARTICLE 7 DEFAULTS AND REMEDIES
ARTICLE 8 TRUSTEE
ARTICLE 9 CONCERNING THE SECURITYHOLDERS
ARTICLE 10 SECURITYHOLDERS' MEETINGS
ARTICLE 11 SUPPLEMENT INDENTURES
ARTICLE 12 CONSOLIDATION, MERGER AND SALE
ARTICLE 13 SATISFACTION AND DISCHARGE
ARTICLE 14 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
ARTICLE 15 SINKING FUNDS
ARTICLE 16 CONVERSION OF SECURITIES
ARTICLE 17 MISCELLANEOUS PROVISIONS

EXHIBIT A

CONSTELLATION ENERGY GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND [title]
(REVERSE) CONSTELLATION ENERGY GROUP, INC. [title]
ASSIGNMENT FORM
(REVERSE) CONSTELLATION ENERGY GROUP, INC. SERIES , due (FLOATING RATE NOTE)
ASSIGNMENT FORM
[HOLDER'S OPTION TO ELECT REPURCHASE] [IN THE CASE OF CERTIFICATED NOTES ONLY]

EXHIBIT C

Form of Zero Coupon Unsecured Debt Securities
(FACE OF NOTE) CONSTELLATION ENERGY GROUP, INC ZERO COUPON SENIOR NOTE DUE 20
ASSIGNMENT FORM
OPTION OF HOLDER TO ELECT PURCHASE
SCHEDULE OF INCREASES OR DECREASES OF INTEREST IN THE GLOBAL NOTE

EXHIBIT D

[FORM OF CERTIFICATE OF TRANSFER]

EX-10.(A)

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Exhibit 10(a)

CONSTELLATION ENERGY GROUP, INC.
EXECUTIVE SUPPLEMENTAL BENEFITS PLAN
Amended and Restated Effective October 18, 2007

1.

Objective.    The objective of this Plan is to enhance the benefits provided to certain officers and key employees of Constellation Energy Group and its subsidiaries in order to attract and retain talented executive personnel.

2.

Definitions.    All words beginning with an initial capital letter and not otherwise defined herein shall have the meaning set forth in the Pension Plan. All singular terms defined in this Plan will include the plural and vice versa. As used herein, the following terms will have the meaning specified below:

"Average Incentive Award" (or "Average Award") means the average of awards earned under Constellation Energy Group's Executive Annual Incentive Plan, Constellation Energy Group's Senior Management Annual Incentive Plan and/or the Other Incentive Awards Program during the 24 month period immediately preceding October 1st of the calendar year preceding the calendar year in which the participant suffers a disability.

"Committee" means the Compensation Committee of the Board of Directors of Constellation Energy Group.

"Constellation Energy Group" means Constellation Energy Group, Inc., a Maryland corporation, or its successor.

"Constellation Energy Group's Executive Annual Incentive Plan" means such plan or other incentive plan or arrangement designated in writing by the Plan Administrator.

"Constellation Energy Group's Senior Management Annual Incentive Plan" means such plan or other incentive plan or arrangement designated in writing by the Plan Administrator.

"Income Replacement Percentage" means the percentage under the LTD Plan that is used to calculate the participant's actual LTD Plan benefit.

"LTD Plan" means the Constellation Energy Group, Inc. Disability Insurance Plan as may be amended from time to time, or any successor plan.

"Other Incentive Awards Program" means the program(s) designated in writing by the Plan Administrator applicable to certain employees that provides awards; but includes only the types of awards that are includable in the computation of Pension Plan benefits.

"Pension Plan" means the Pension Plan of Constellation Energy Group, Inc. as may be amended from time to time, or any successor plan, or other qualified retirement plan of Constellation Energy Group, Inc. or a subsidiary.

"Plan Administrator" means, as set forth in Section 3, the Committee.

3.

Plan Administration.    The Committee is the Plan Administrator and has sole authority (except as specified otherwise herein) to interpret the Plan and, in general, to make all other determinations advisable for the administration of the Plan to achieve its stated objective. Appeals of written decisions by the Plan Administrator may be made to the Board of Directors of Constellation Energy Group. Decisions by the Board shall be final and not subject to further appeal. The Plan Administrator shall have the power to delegate all or any part of its duties to one or more designees, and to withdraw such authority, by written designation.

4.

Eligibility.    Each officer or key employee of Constellation Energy Group or its subsidiaries may be designated in writing by the Plan Administrator as a participant with respect to one or more benefits under the Plan. Once designated, participation shall continue until such designation is

withdrawn at the discretion and by written order of the Plan Administrator. Notwithstanding the foregoing, any participant while classified as disabled under the LTD Plan shall continue to participate in this Plan (except under Sections 7 and 8) while classified as disabled.

5.

Supplemental Long-Term Disability Benefit.

(i)

Eligibility for disability benefit.    Any participant who has completed at least one full calendar month of service with Constellation Energy Group or its subsidiaries, who has elected coverage under the LTD Plan, and who is disabled (as determined under the LTD Plan) will be entitled to supplemental disability benefit under this Plan.

(ii)

Computation of disability benefit.    The amount of such supplemental disability benefit shall be determined as follows:

(1)

multiply the bi-weekly base rate of pay amount in effect immediately prior to becoming entitled to benefits under the LTD Plan by twenty-six,

(2)

add the Average Incentive Award to the product,

(3)

add certain bonuses and incentives that are included in the computation of Average Pay under the Pension Plan (except that awards included in the computation of Average Incentive Award shall be excluded), earned over the last 12 months to the product,

(4)

divide the sum by 26,

(5)

multiply this bi-weekly dollar amount by the Income Replacement Percentage, and

(6)

subtract from the product the gross bi-weekly amount provided for the participant under the LTD Plan before such amount is reduced for other benefits as set forth under the LTD Plan.

(iii)

Maximum monthly benefit.    The maximum monthly disability benefit is $25,000. Whether this limit has been met shall be determined by multiplying the amount determined under (ii) above by 26 and dividing the product by 12.

(iv)

Form of payment of disability benefit.    Each participant entitled to supplemental disability benefits will receive his/her supplemental disability benefit payout in the form of a bi-weekly payment.

(v)

Amount, timing, and source of bi-weekly disability benefit payout.    A participant entitled to supplemental disability benefits will receive a bi-weekly payment equal to the amount determined under (ii) above. Such payments shall commence effective with the commencement of the participant's LTD Plan benefit payments. Bi-weekly payments shall permanently cease when benefit payments under the LTD Plan cease. Bi-weekly payments shall be made from Constellation Energy Group's general corporate assets.

If a participant receiving payments pursuant to this Section 5 receives cost of living or other inflation/indexing adjustment(s) under the LTD Plan, the payments hereunder will be automatically increased based on the same percentage of, and at the same time as, such adjustment(s). Notwithstanding the foregoing, no such increases or adjustments shall cause the disability benefit to exceed the maximum monthly benefit of $25,000.

(vi)

Bonus.    Any participant who has less than ten years of Credited Service shall be entitled to a bi-weekly taxable cash bonus, equal to an amount based on the cost of LTD Plan coverage, using the formula for computing Constellation Energy Group-provided Flexible Benefits Plan credits for LTD Plan coverage and taking into account the Participant's Credited Service and covered compensation. Such cash bonus shall be made from general corporate assets.

2

6.

Death Benefit.

In the event of the death of a participant who becomes deceased while an active employee of Constellation Energy Group or its subsidiaries, Constellation Energy Group shall pay to such participant's beneficiary a lump sum cash payment. Such lump sum cash payment shall be equal to the participant's annual base rate of pay amount as of the date of death, shall be grossed-up for income tax withholding and shall be paid as soon as administratively feasible after the participant's death. For purpose of this paragraph, the participant's beneficiary is the beneficiary of the participant's Constellation Energy Group-sponsored employee group life insurance coverage.

7.

Sickness Benefit.    Each participant, without regard to length of service, shall be entitled to the greater of the benefits stipulated under his/her employer's sick benefit policy for employees or twenty-six (26) weeks of paid sick benefits within a rolling 52-week period.

8.

Vacation Benefit.    Each participant, without regard to length of service, shall be entitled to the greater of the benefits stipulated under his/her employer's vacation benefit policy for employees or five weeks of paid vacation during a calendar year.

9.

Planning Benefit.    Each participant shall be entitled to certain personal financial, tax, and estate planning services paid for by Constellation Energy Group but provided through designated professional firms. This entitlement shall be subject to any dollar limitation established by the Plan Administrator with respect to all such fees. The services shall be provided to each participant by the chosen firm(s) on a personalized and confidential basis; and each firm shall have sole responsibility for quality of the services which it may render.

The services to be provided shall be on an on-going and continuous basis, but shall be limited to (i) the development and legal documentation of both career-oriented financial plans and personal estate plans, and (ii) tax counseling regarding personal tax return preparation and the most advantageous structuring, tax-wise, of proposed personal transactions.

Such planning benefit shall continue during the year of retirement plus the next two calendar years (the year of retirement plus the next calendar year for January 1 retirements) and include the completion of the federal and state personal tax returns for the second calendar year following retirement (the calendar year following retirement for January 1 retirements). However, if a retired member of senior management continues to serve as a member of the Board of Directors of Constellation Energy Group, his/her planning benefit period shall be extended until he/she no longer serves as a member of the Board of Directors.

Upon the death of a participant entitled to the planning benefit provided hereunder, his/her surviving spouse shall be entitled to receive the following planning benefit: (i) if the deceased was not retired at the time of death, the surviving spouse shall be entitled to the planning benefit for the year in which the death occurred plus the next two calendar years, including completion of the federal and state personal tax returns for the second calendar year after the year in which the death occurred; or (ii) if the deceased was retired at the time of death, then the surviving spouse shall receive a planning benefit equal to that the deceased would have received if he/she had not died prior to expiration of the planning benefit. The surviving spouse of a retired member of senior management whose death occurs while serving as a member of the Board of Directors of Constellation Energy Group, shall be entitled to a planning benefit as set forth in (i) above.

The planning benefit provided under this Plan shall be grossed-up for income tax withholding.

10.

Miscellaneous.    None of the benefits provided under this Plan shall be subject to alienation or assignment by any participant or beneficiary nor shall any of them be subject to attachment or garnishment or other legal process except (i) to the extent specially mandated and directed by

3

applicable State or Federal statute and (ii) as requested by the participant or beneficiary to satisfy income tax withholding or liability.

This Plan may be amended from time to time, or suspended or terminated at any time, provided, however, that no amendment or termination shall impair the rights of any participant or beneficiary entitled to receive current or future payment hereunder at the time of such action. All amendments to this Plan may be made at the written direction of the Committee.

Participation in this Plan shall not constitute a contract of employment between Constellation Energy Group or a subsidiary of Constellation Energy Group and any person and shall not be deemed to be consideration for, or a condition of, continued employment of any person.

All payments made under the Plan shall be made from general corporate assets. The Plan is intended to be unfunded for purposes of Title I of the Employee Retirement Income Security Act of 1974. To the extent that any person acquires a right to receive payments from Constellation Energy Group under this Plan, such rights shall be no greater than the right of any unsecured general creditor of Constellation Energy Group.

In the event Constellation Energy Group becomes a party to a merger, consolidation, sale of substantially all of its assets or any other corporate reorganization in which Constellation Energy Group will not be the surviving corporation or in which the holders of the common stock of Constellation Energy Group will receive securities of another corporation (in any such case, the "New Company"), then the New Company shall assume the rights and obligations of Constellation Energy Group under this Plan.

This Plan shall be governed in all respects by Maryland law.

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Exhibit 10(a)

CONSTELLATION ENERGY GROUP, INC. EXECUTIVE SUPPLEMENTAL BENEFITS PLAN Amended and Restated Effective October 18, 2007

EX-12.(A)

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Exhibit 12(a)

CONSTELLATION ENERGY GROUP, INC. AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

		6 Months Ended		12 Months Ended
		June 2008		December 2007		December 2006		December 2005		December 2004		December 2003
		(In millions)
Income from Continuing Operations (Before Extraordinary Loss and Cumulative Effects of Changes in Accounting Principles)		$	317.2	$	822.4	$	748.6	$	535.9	$	498.4	$	409.4
Taxes on Income, Including Tax Effect for BGE Preference Stock Dividends			179.2		419.2		343.1		155.4		110.2		213.7
Adjusted Income		$	496.4	$	1,241.6	$	1,091.7	$	691.3	$	608.6	$	623.1
Fixed Charges:
	Interest and Amortization of Debt Discount and Expense and Premium on all Indebtedness, net of amounts capitalized	$	136.8	$	292.8	$	315.9	$	297.6	$	315.9	$	325.6
	Earnings Required for BGE Preference Stock Dividends		10.4		22.3		21.1		21.6		21.4		21.7
	Capitalized Interest and Allowance for Funds Used During Construction		15.7		19.4		13.7		9.9		9.7		11.7
	Interest Factor in Rentals		45.1		96.7		4.5		6.1		4.1		3.5
	Total Fixed Charges	$	208.0	$	431.2	$	355.2	$	335.2	$	351.1	$	362.5
Amortization of Capitalized Interest		$	3.3	$	3.5	$	4.3	$	3.7	$	2.8	$	2.4
Earnings (1)		$	692.0	$	1,656.9	$	1,437.5	$	1,020.3	$	952.8	$	976.3
Ratio of Earnings to Fixed Charges			3.33		3.84		4.05		3.04		2.71		2.69

(1)

Earnings are deemed to consist of income from continuing operations (before extraordinary items, cumulative effects of changes in accounting principles, and income (loss) from discontinued operations) that includes earnings of Constellation Energy's consolidated subsidiaries, equity in the net income of unconsolidated subsidiaries, income taxes (including deferred income taxes, investment tax credit adjustments, and the tax effect of BGE's preference stock dividends), and fixed charges (including the amortization of capitalized interest but excluding the capitalization of interest).

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Exhibit 12(a)

CONSTELLATION ENERGY GROUP, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-12.(B)

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Exhibit 12(b)

BALTIMORE GAS AND ELECTRIC COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS

		6 Months Ended			12 Months Ended
		June 2008			December 2007		December 2006		December 2005		December 2004		December 2003
		(In millions)
(Loss) Income from Continuing Operations (Before Extraordinary Loss)		$	(27.8	)	$	139.8	$	170.3	$	189.0	$	166.3	$	163.2
Taxes on Income			(16.1	)		96.0		102.2		119.9		102.5		105.2
Adjusted (Loss) Income		$	(43.9	)	$	235.8	$	272.5	$	308.9	$	268.8	$	268.4
Fixed Charges:
	Interest and Amortization of Debt Discount and Expense and Premium on all Indebtedness, net of amounts capitalized	$	67.0		$	127.9	$	104.6	$	95.6	$	97.3	$	112.8
	Interest Factor in Rentals		0.1			0.3		0.3		0.3		0.5		0.7
	Total Fixed Charges	$	67.1		$	128.2	$	104.9	$	95.9	$	97.8	$	113.5
Preferred and Preference
	Dividend Requirements: (1)
	Preferred and Preference Dividends	$	6.6		$	13.2	$	13.2	$	13.2	$	13.2	$	13.2
	Income Tax Required		3.8			9.1		8.0		8.4		8.1		8.6
	Total Preferred and Preference Dividend Requirements	$	10.4		$	22.3	$	21.2	$	21.6	$	21.3	$	21.8
Total Fixed Charges and Preferred and Preference Dividend Requirements		$	77.5		$	150.5	$	126.1	$	117.5	$	119.1	$	135.3
Earnings (2)		$	23.2		$	364.0	$	377.4	$	404.8	$	366.6	$	381.9
Ratio of Earnings to Fixed Charges			N/A			2.84		3.60		4.22		3.75		3.36
Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Dividend Requirements			N/A			2.42		2.99		3.45		3.08		2.82

(1)

Preferred and preference dividend requirements consist of an amount equal to the pre-tax earnings that would be required to meet dividend requirements on preferred stock and preference stock.

(2)

Earnings are deemed to consist of income from continuing operations (before extraordinary items) that includes earnings of BGE's consolidated subsidiaries, income taxes (including deferred income taxes and investment tax credit adjustments), and fixed charges other than capitalized interest.

N/A

Due to the loss for the six months ended June 30, 2008, the ratio coverage was less than 1:1. BGE would have needed to generate additional earnings of $43.9 million to achieve a coverage of 1:1 for the ratio of earnings to fixed charges, and would have needed to generate additional earnings of $54.3 million to achieve a coverage of 1:1 for the ratio of earnings to combined fixed charges and preference dividend requirements.

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Exhibit 12(b)

BALTIMORE GAS AND ELECTRIC COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS

EX-31.(A)

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Exhibit 31(a)

CONSTELLATION ENERGY GROUP, INC.

CERTIFICATION

I, Mayo A. Shattuck III, certify that:

1.

I have reviewed this report on Form 10-Q of Constellation Energy Group, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2008

/s/ MAYO A. SHATTUCK III
Chairman of the Board, President, and Chief Executive Officer

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Exhibit 31(a)

CONSTELLATION ENERGY GROUP, INC. CERTIFICATION

EX-31.(B)

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Exhibit 31(b)

CONSTELLATION ENERGY GROUP, INC.

CERTIFICATION

I, John R. Collins, certify that:

1.

I have reviewed this report on Form 10-Q of Constellation Energy Group, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2008

/s/ JOHN R. COLLINS
Executive Vice President and Chief Financial Officer

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Exhibit 31(b)

CONSTELLATION ENERGY GROUP, INC. CERTIFICATION

EX-31.(C)

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Exhibit 31(c)

BALTIMORE GAS AND ELECTRIC COMPANY

CERTIFICATION

I, Kenneth W. DeFontes, Jr., certify that:

1.

I have reviewed this report on Form 10-Q of Baltimore Gas and Electric Company;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2008

/s/ KENNETH W. DEFONTES, JR.
President and Chief Executive Officer

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Exhibit 31(c)

BALTIMORE GAS AND ELECTRIC COMPANY CERTIFICATION

EX-31.(D)

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Exhibit 31(d)

BALTIMORE GAS AND ELECTRIC COMPANY

CERTIFICATION

I, John R. Collins, certify that:

1.

I have reviewed this report on Form 10-Q of Baltimore Gas and Electric Company;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2008

/s/ JOHN R. COLLINS
Senior Vice President and Chief Financial Officer

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Exhibit 31(d)

BALTIMORE GAS AND ELECTRIC COMPANY CERTIFICATION

EX-32.(A)

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Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mayo A. Shattuck III, Chairman of the Board, President, and Chief Executive Officer of Constellation Energy Group, Inc., certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:

        (i)    The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

        (ii)   The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Constellation Energy Group, Inc.

/s/ MAYO A. SHATTUCK III
Mayo A. Shattuck III
Chairman of the Board, President, and
Chief Executive Officer

Date: August 11, 2008

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Exhibit 32(a)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.(B)

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Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John R. Collins, Executive Vice President and Chief Financial Officer of Constellation Energy Group, Inc., certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:

        (i)    The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

        (ii)   The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Constellation Energy Group, Inc.

/s/ JOHN R. COLLINS
John R. Collins
Executive Vice President and Chief Financial Officer

Date: August 11, 2008

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Exhibit 32(b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.(C)

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Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth W. DeFontes, Jr., President and Chief Executive Officer of Baltimore Gas and Electric Company, certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:

        (i)    The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

        (ii)   The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Baltimore Gas and Electric Company.

/s/ KENNETH W. DEFONTES, JR.
Kenneth W. DeFontes, Jr.
President and Chief Executive Officer

Date: August 11, 2008

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Exhibit 32(c)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.(D)

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Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John R. Collins, Senior Vice President and Chief Financial Officer of Baltimore Gas and Electric Company, certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:

        (i)    The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

        (ii)   The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Baltimore Gas and Electric Company.

/s/ JOHN R. COLLINS
John R. Collins
Senior Vice President and Chief Financial Officer

Date: August 11, 2008

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Exhibit 32(d)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002