UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2010

Commission File Number	Exact name of registrant as specified in its charter	IRS Employer Identification No.

1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611

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

410-470-2800

(Registrant’s telephone number, including area code)

1-1910

BALTIMORE GAS AND ELECTRIC COMPANY

52-0280210

2 CENTER PLAZA, 110 WEST FAYETTE STREET, BALTIMORE, MARYLAND	21201
(Address of principal executive offices)	(Zip Code)

410-234-5000

(Registrant’s telephone number, including area code)

MARYLAND

(State of Incorporation of both registrants)

NOT APPLICABLE

(Former name, former address

and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 8.01. Other Events

Ring Fencing of Baltimore Gas and Electric Company

In order to satisfy the ring fencing condition contained in an order issued by the Maryland Public Service Commission (Maryland PSC) in October 2009 approving the acquisition by EDF Development, Inc. of a 49.99% interest in Constellation Energy Nuclear Group, LLC, Constellation Energy Group, Inc. (Constellation Energy) and Baltimore Gas and Electric Company (BGE) have taken the measures described below.

Constellation Energy has created a new wholly-owned, special purpose subsidiary, RF HoldCo LLC (HoldCo), for the purpose of holding 100% of the common equity interests in BGE. Pursuant to a contribution agreement between Constellation Energy, BGE and HoldCo, dated as of February 4, 2010, HoldCo acquired 100% of the common equity interests of BGE from Constellation Energy. The contribution agreement is attached as an exhibit hereto and incorporated herein by reference.

HoldCo is restricted under its operating agreement to performance of certain limited activities in compliance with its special purpose status. HoldCo’s operating agreement also contains legal separateness provisions including those set forth in the Maryland PSC’s order. HoldCo has one independent director whose consent is necessary, in addition to the consent of each of the other directors of HoldCo, in order for HoldCo to initiate a bankruptcy, dissolution or similar proceeding. In addition, HoldCo has issued a non-economic share to a third party pursuant to a purchase agreement between HoldCo and the third party dated as of February 4, 2010. The consent of this shareholder is also necessary in order for HoldCo to initiate a bankruptcy, dissolution or similar proceeding. The purchase agreement and operating agreement are attached as exhibits hereto and incorporated herein by reference.

BGE’s charter and bylaws have been amended to require the unanimous vote of the BGE board of directors (including its independent directors) in order for BGE to file a voluntary bankruptcy petition. In addition, BGE’s bylaws have been amended to include the following separateness provisions required by the Maryland PSC’s order:

· BGE shall not participate in the cash pool operated by Constellation Energy and shall not commingle funds with Constellation Energy,

· BGE shall hold itself out as a separate entity from Constellation Energy and HoldCo and shall conduct business in its own name and not assume any liability from future debts of Constellation Energy or HoldCo,

· BGE shall maintain a separate name from and shall not use any trademarks, service marks or other intellectual property of Constellation Energy or HoldCo,

· BGE shall maintain separate books, accounts and financial statements reflecting its separate assets and liabilities, and

· BGE shall maintain arms-length relationships with Constellation Energy and HoldCo.

In connection with these requirements, BGE has ceased its participation in the cash pool operated by Constellation Energy and Constellation Energy has transferred to BGE ownership of the trademarks, service marks and domain names used by BGE.

Further, BGE has amended its bylaws to require that BGE have at least two directors who meet the director independence standards established by the New York Stock Exchange and who are neither employees nor directors of Constellation Energy or any Constellation Energy affiliate. Constellation Energy and BGE had previously agreed to such a requirement in the settlement agreement both entered into with the Maryland PSC, the State of Maryland and certain Maryland officials in March 2008 and BGE has had two independent directors serving on its board of directors since September 2008.

BGE’s charter amendment and amended and restated bylaws are attached as exhibits hereto and incorporated herein by reference.

Constellation Energy, BGE and HoldCo have obtained legal opinions from outside counsel concluding that a bankruptcy court, following established legal precedent, would not substantively consolidate (a) the assets and liabilities of HoldCo with those of Constellation Energy in the event of a Constellation Energy bankruptcy event or (b) the assets and liabilities of BGE with those of (1) HoldCo in the event of a HoldCo bankruptcy event or (2) Constellation Energy in the event of a Constellation Energy bankruptcy event.

BGE and HoldCo have agreed to monitor and report annually upon ongoing compliance with the legal separateness requirements contained in the Maryland PSC’s order. Constellation Energy has agreed to deliver an officer’s certificate to the Maryland PSC on a yearly basis stating that (a) it intends to maintain the requisite legal separateness in the corporate structure, (b) the corporate reorganization serves important business purposes of Constellation Energy and (c) Constellation Energy acknowledges that subsequent creditors of BGE may rely upon the separateness of BGE and would be significantly harmed in the event separateness is not maintained and a substantive consolidation of BGE with Constellation Energy were to occur.

BGE and HoldCo are separate legal entities and are not liable for the debts of Constellation Energy. Accordingly, creditors of Constellation Energy may not satisfy their debts from the assets of BGE and HoldCo except as required by applicable law or regulation. Similarly, Constellation Energy is not liable for the debts of BGE or HoldCo. Accordingly, creditors of BGE and HoldCo may not satisfy their debts from the assets of Constellation Energy except as required by applicable law or regulation.

Equity Contributions to Baltimore Gas and Electric Company

In December 2009, Constellation Energy contributed $315.9 million to BGE to comply with other conditions contained in the Maryland PSC’s order. Specifically, Constellation Energy provided a $250 million capital contribution to BGE, which was required to be made by June 30, 2010 under the Maryland PSC’s order, and a $65.9

million equity contribution to cover the after-tax cost to BGE of providing a $110.5 million residential rate credit required by the order. As of December 31, 2009, BGE’s equity percentage, as calculated under the Maryland PSC’s ratemaking precedents, was above 48%.

Forward-Looking Statements. Constellation Energy and BGE make statements in this report that may be considered forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are not guarantees of Constellation Energy’s or BGE’s future performance and are subject to risks, uncertainties and other important factors that could cause Constellation Energy’s or BGE’s actual performance or achievements to be materially different from those Constellation Energy and BGE project. For a full discussion of these risks, uncertainties and factors, Constellation Energy and BGE encourage you to read their documents on file with the Securities and Exchange Commission, including those set forth in their periodic reports under the forward-looking statements and risk factors sections. Except as required by law, Constellation Energy and BGE do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

3.1		Articles of Amendment to the Charter of BGE as of February 2, 2010

3.2		Bylaws of BGE, as amended to February 4, 2010

99.1		Operating Agreement, dated as of February 4, 2010, by and among RF HoldCo LLC, Constellation Energy Group, Inc. and GSS Holdings (BGE Utility), Inc.

99.2		Contribution Agreement, dated as of February 4, 2010, by and among Constellation Energy Group, Inc., BGE and RF HoldCo LLC

99.3		Purchase Agreement, dated as of February 4, 2010, by and between RF HoldCo LLC and GSS Holdings (BGE Utility), Inc.

SIGNATURE

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

		CONSTELLATION ENERGY GROUP, INC.
		(Registrant)


Date:	February 4, 2010	/s/ Charles A. Berardesco
		Charles A. Berardesco
		Senior Vice President and General Counsel


		BALTIMORE GAS AND ELECTRIC COMPANY
		(Registrant)


Date:	February 4, 2010	/s/ Charles A. Berardesco
		Charles A. Berardesco
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description

3.1		Articles of Amendment to the Charter of BGE as of February 2, 2010

3.2		Bylaws of BGE, as amended to February 4, 2010

99.1		Operating Agreement, dated as of February 4, 2010, by and among RF HoldCo LLC, Constellation Energy Group, Inc. and GSS Holdings (BGE Utility), Inc.

99.2		Contribution Agreement, dated as of February 4, 2010, by and among Constellation Energy Group, Inc., BGE and RF HoldCo LLC

99.3		Purchase Agreement, dated as of February 4, 2010, by and between RF HoldCo LLC and GSS Holdings (BGE Utility), Inc.

Exhibit 3.1

ARTICLES OF AMENDMENT

BALTIMORE GAS AND ELECTRIC COMPANY

BALTIMORE GAS AND ELECTRIC COMPANY, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:

FIRST : The charter of the Corporation is hereby amended immediately upon acceptance for record of these articles of amendment (the “Effective Time”) by the SDAT as follows:

(a) Paragraph 1 of Article IV of the charter is deleted in its entirety and the following is inserted in place thereof:

“1. The total amount of stock which this corporation is authorized to issue is seven million five hundred one thousand five hundred (7,501,500) shares, classified as follows: (i) one million (1,000,000) shares, par value of one hundred dollars ($100) each, with an aggregate par value of one hundred million dollars ($100,000,000) are preferred stock; (ii) six million five hundred thousand (6,500,000) shares, par value of one hundred dollars ($100) each, with an aggregate par value of six hundred fifty million dollars ($650,000,000) are preference stock, of which four hundred thousand (400,000) shares of the aggregate par value of forty million dollars ($40,000,000) are issued and outstanding 7.125% Cumulative Preference Stock, 1993 Series, five hundred thousand (500,000) shares of the aggregate par value of fifty million dollars ($50,000,000) are issued and outstanding 6.97% Cumulative Preference Stock, 1993 Series, four hundred thousand (400,000) shares of the aggregate par value of forty million dollars ($40,000,000) are issued and outstanding 6.70% Cumulative Preference Stock, 1993 Series, and six hundred thousand (600,000) shares of the aggregate par value of sixty million dollars ($60,000,000) are issued and outstanding 6.99% Cumulative Preference Stock, 1995 Series, and four million six hundred thousand (4,600,000) shares of the aggregate par value of four hundred sixty million dollars ($460,000,000) are authorized but unissued and unclassified preference stock; and (iii) the balance, one thousand five hundred (1,500) shares without par value, is common stock. The aggregate par value of all the authorized shares of all classes of stock having par value is seven hundred fifty million dollars ($750,000,000).”

(b) Every 149,556.416 shares of the Corporation’s common stock, without par value, issued and outstanding immediately prior to the Effective Time shall be combined into one share of common stock, without par value. Any fraction of an outstanding share of common stock that would otherwise have resulted from the foregoing combination will be eliminated by rounding such fraction up to the nearest whole share.

(c) Paragraphs 18, 19, 20, 21, 22, 23 and 24 of Article IV are deleted in their entirety and paragraphs 25, 26, 27 and 28 are renumbered as paragraphs 18, 19, 20 and 21 respectively.

(d) Article V of the charter is renumbered as Article VI and the following is inserted in place thereof as Article V:

“Notwithstanding any other provision of this charter and any provision of law that otherwise so empowers this corporation, the stockholders, the board of directors, any director, any officer or any other person, neither the stockholders nor the board of directors nor any director nor any officer nor any other person shall be authorized or empowered, nor shall they permit this corporation, without the unanimous prior approval of the board of directors, including the Independent Directors, as that term is defined from time to time in this corporation’s bylaws, to (A) commence any case, proceeding or other action on behalf of this corporation under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief for debtors; (B) institute proceedings to have this corporation adjudicated as bankrupt or insolvent; (C) consent to or acquiesce in the institution of bankruptcy or insolvency proceedings against this corporation; (D) file a petition or consent to a petition seeking reorganization, arrangement, adjustment, winding up, dissolution, composition, liquidation, or other relief on behalf of this corporation of its debts under any federal or state law relating to bankruptcy; (E) apply for, or consent to, or acquiesce in the appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers of such person with respect to the corporation; (F) make any assignment for the benefit of this corporation’s creditors; (G) admit in writing this corporation’s inability to pay its debts generally as they become due; or (H) remove the unanimous approval requirement set forth above in this Article V.”

SECOND : The amendments to the charter of the Corporation set forth in Article FIRST hereof have been advised by the board of directors and approved by the stockholders of the Corporation as required by Maryland General Corporation Law.

THIRD : The authorized stock of the Corporation has not been increased by these Articles of Amendment.

FOURTH : As amended hereby, the charter of the Corporation shall remain in full force and effect.

* * * * *

IN WITNESS WHEREOF, the Corporation has caused these articles of amendment to be signed in its name and on its behalf by its President and witnessed by its Assistant Secretary as of the 2nd day of February, 2010.

	BALTIMORE GAS AND ELECTRIC COMPANY


	By:	/s/ Kenneth W. DeFontes, Jr.
	Name:	Kenneth W. DeFontes, Jr.
	Title:	President

Witness:

/s/ Sean J. Klein
Assistant Secretary

The undersigned President of the Corporation, who executed on behalf of the Corporation the foregoing articles of amendment of which this certificate is made a part, hereby acknowledges the foregoing articles of amendment to be the act of the Corporation and further certifies, as to all of the matters and facts required to be verified under oath, that to the best of his knowledge, information and belief, the matters and facts set forth herein are true in all material respects, under penalties of perjury.

	/s/ Kenneth W. DeFontes, Jr.
	Kenneth W. DeFontes, Jr.
	President

Exhibit 3.2

BYLAWS

OF

Baltimore Gas and Electric Company

Amended and Restated as of February 4, 2010

Bylaws of
Baltimore Gas and Electric Company

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. - Annual Meeting.

The annual meeting of the stockholders for the election of Directors and for the transaction of general business shall be held on any date as determined year to year by the Board of Directors. The time and location of the meeting shall be determined by the Board of Directors.

The Chief Executive Officer of the Company shall prepare, or cause to be prepared, an annual report containing a full and correct statement of the affairs of the Company, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted to the stockholders at the annual meeting.

Section 2. - Special Meeting.

Special meetings of the stockholders may be held in the City of Baltimore or in any county in which the Company provides service or owns property upon call by the Chairman of the Board, if one is elected, the President, or a majority of the Board of Directors whenever they deem expedient, or upon the written request of the holders of shares entitled to not less than twenty-five percent of all the votes entitled to be cast at such a meeting. Such request of the stockholders shall state the purpose or purposes of the meeting and the matters proposed to be acted on thereat and shall be delivered to the Secretary, who shall inform such stockholders of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the Company of such costs the Secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to vote at such meeting. No special meeting need be called upon the request of the holders of the shares entitled to cast less than a majority of all votes entitled to be cast to such meeting, to consider any matter which is substantially the same as a matter voted upon at any special meeting of the stockholders held during the preceding twelve months. The business at all special meetings shall be confined to that specifically named in the notice thereof.

Section 3. - Notice of Meetings.

Written or printed notice of every meeting of the stockholders, whether annual or special, stating the place, day, and hour of such meeting and (in the case of special meetings) the business proposed to be transacted shall be given by the Secretary to each stockholder entitled to vote at such meeting not less than ten days but no more than ninety days before the date fixed for such meeting, by electronic mail at his or her e-mail address as it appears on the records of the Company or by depositing such notice in the United States mail addressed to him or her at his or her post office address as it appears on the records of the Company, with postage thereon prepaid.

Section 4. - Organization of Meeting.

All meetings of the stockholders shall be called to order by the Chairman of the Board, or if one is not elected or is absent, by the President, or in his or her absence by a Vice President, or in the case of the absence of such officers, then by any stockholder, whereupon the meeting shall organize by electing a chairman. The Secretary of the Company, if present, shall act as secretary of the meeting, unless some other person shall be elected by the meeting to so act. An accurate record of the meeting shall be kept by the secretary thereof, and placed in the record books of the Company.

Section 5. - Quorum.

At any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum for the transaction of business. If a quorum be not present at any meeting, holders of a majority of the shares of stock so present or represented may adjourn the meeting either sine die or to a date certain.

Section 6. - Voting.

At all meetings of the stockholders, each stockholder shall be entitled to one vote for each share of common stock standing in his or her name and, when the preferred or preference stock is entitled to vote, such number of votes as shall be provided in the charter of the Company for each share of preferred and preference stock standing in his or her name, and the votes shall be cast by stockholders in person or by lawful proxy.

Section 7. - Judge of Election and Tellers.

The Directors, at a regular or special meeting of stockholders, may (but shall not be required to) appoint a Judge of Election and two Tellers to serve at each meeting of stockholders. If the Directors fail to make such appointments, or if the Judge of Election and/or Tellers, or any of them, fail to appear at the meeting, the chairman of the meeting shall appoint a Judge of Election and/or a Teller or Tellers to serve at that meeting. It shall be the duty of the Tellers to receive the ballots of all the holders of stock entitled to vote and present at a meeting either in person or by proxy, and to count and tally said ballots by the official record of stockholders of the Company, or by a summary prepared therefrom and certified by the Stock Transfer Agent or the Secretary of the Company showing the number of shares of common and, if entitled to vote, preferred and preference stock owned of record by each stockholder, who may be designated therein by name, code number, or otherwise, and certify them to the Judge of Election, and the said Judge shall communicate in writing the result of the balloting so certified by the Tellers to the chairman who shall at once announce the same to the meeting. This certificate, signed by the Tellers and countersigned by the Judge, shall be duly recorded as part of the minutes of the meeting and filed among the records of the Company.

Section 8. - Record Date for Stockholders and Closing of Transfer Books.

The Board of Directors may fix, in advance, a date as the record for the determination of the stockholders entitled to notice of, or to vote at, any meeting of stockholders, or entitled to receive payment of any dividend, or entitled to the allotment of any rights, or for any other

proper purpose. Such date in any case shall not be more than ninety days (and in the case of a meeting of stockholders not less than ten days) prior to the date on which the particular action requiring such determination of stockholders is to be taken. Only stockholders of record on such date shall be entitled to notice of or to vote at such meeting or to receive such dividends or rights, as the case may be. In lieu of fixing a record date, the Board of Directors may close the stock transfer books of the Company for a period not exceeding twenty days or less than ten days preceding the date of any meeting of stockholders or not exceeding twenty days preceding any other of the above mentioned events.

ARTICLE II

BOARD OF DIRECTORS AND COMMITTEES

Section 1. - Powers of Directors.

The business and affairs of the Company shall be managed by a Board of Directors which shall have and may exercise all the powers of the Company, except such as are expressly conferred upon or reserved to the stockholders by law, by the charter, or by these bylaws. Except as otherwise provided herein, the Board of Directors shall appoint the officers for the conduct of the business of the Company, determine their duties and responsibilities and fix their compensation. The Board of Directors may remove any officer.

Section 2. - Number and Election of Directors.

The number of Directors (including each Independent Director) shall be set at six; provided, however , that the number of Directors may be increased or decreased by the Board of Directors without an amendment to these bylaws but in no event will there be less than three Directors or more than fifteen Directors. The Directors (including each Independent Director) shall be elected at each Annual Meeting of the Stockholders except as otherwise provided in these bylaws. They shall hold their offices for one year and until their successors are elected and qualified.

Section 3. - Independent Director.

At all times on and after September 27, 2008, the Company shall, in accordance with the provisions of these bylaws, have at least two Directors who meet the standards for independence set forth in the New York Stock Exchange Listing Standards, and who are neither employees nor directors of Constellation Energy Group, Inc. (“CEG”) or any CEG affiliate (each such Director, an “Independent Director”). No resignation or removal of an Independent Director at any time when such resignation or removal would leave the Company with less than two Independent Directors shall be effective until a successor Independent Director shall have accepted his or her appointment as an Independent Director. In the event that less than two persons meeting the qualifications therefor are then holding the position of Independent Director, the Board of Directors shall, as soon as practicable, appoint as many successor Independent Directors as needed to have at least two Independent Directors, and until each such vacancy is filled, the Board of Directors shall be prohibited from voting on any action specified in Section 6(b) of this

Article II or the provisio to Article VIII. No Independent Director shall at any time serve as trustee in bankruptcy for any affiliate of the Company.

Section 4. - Removals and Vacancies.

The stockholders, at any meeting duly called and at which a quorum is present, may remove any Director or Directors from office by the affirmative vote of the holders of a majority of the outstanding shares entitled to the vote thereon, and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Directors.

Any vacancy occurring in the Board of Directors from any cause other than by reason of removal by the stockholders or an increase in the number of Directors may be filled by a majority of the remaining Directors although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of Directors may be filled by action of a majority of Directors. A Director elected to fill a vacancy shall hold office until the next annual meeting of stockholders or until his successor is elected and qualified.

Section 5. - Meetings of the Board of Directors.

A regular meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders or any special meeting of the stockholders at which the Board of Directors is elected, and thereafter regular meetings of the Board of Directors shall be held on such dates during the year as may be designated from time to time by the Board of Directors. All meetings of the Board of Directors shall be held at the general offices of the Company in the City of Baltimore or elsewhere, as ordered by the Board of Directors. Of all such meetings (except: the regular meeting held immediately after the election of Directors) the Secretary shall give notice to each Director personally or by electronic mail, by telephone, by telegram directed to, or by written notice deposited in the United States mail addressed to, his residence or business address on record with the Company at least 48 hours before such meeting. Special meetings may be held at any time or place upon the call of the Chairman of the Board or the Chief Executive Officer.

The Chairman of the Board shall preside at all meetings of the Board of Directors, or, if one is not elected or is absent, the President, or one of the Vice Presidents (if a member of the Board of Directors) shall preside. If at any meeting none of the foregoing persons is present, the Directors present shall designate one of their number to preside at such meeting.

Section 6. - Quorum and Voting.

(a) A majority of the Directors in office shall constitute a quorum of the Board of Directors for the transaction of business, with the exception of any meeting at which any action described in Section 6(b) of this Article II is considered, at which meeting a quorum shall consist of all Directors. All actions of the Board of Directors (other than those described in Section 6(b) of this Article II) shall require the affirmative vote of a majority of the Directors in attendance at a meeting at which a quorum is present. If a quorum be not present at any meeting, a majority of the Directors present may adjourn to any time and place they may see fit.

(b) Notwithstanding any other provision of these bylaws and any provision of law that otherwise so empowers the Company, the stockholders, the Board of Directors, any Director, any officer or any other person, neither the stockholders nor the Board of Directors nor any Director nor any officer nor any other person shall be authorized or empowered, nor shall they permit the Company, without the unanimous prior approval of the Board of Directors, including the Independent Directors, to (A) commence any case, proceeding or other action on behalf of the Company under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief for debtors; (B) institute proceedings to have the Company adjudicated as bankrupt or insolvent; (C) consent to or acquiesce in the institution of bankruptcy or insolvency proceedings against the Company; (D) file a petition or consent to a petition seeking reorganization, arrangement, adjustment, winding up, dissolution, composition, liquidation, or other relief on behalf of the Company of its debts under any federal or state law relating to bankruptcy; (E) apply for, or consent to, or acquiesce in the appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers of such person with respect to the Company; (F) make any assignment for the benefit of the Company’s creditors; (G) admit in writing the Company’s inability to pay its debts generally as they become due; or (H) remove the unanimous consent requirement set forth above in this Section 6(b) of Article II.

Section 7. - Committees.

The Board of Directors is authorized to appoint from among its members such committees as it may, from time to time, deem advisable and to delegate to such committee or committees any of the powers of the Board of Directors which it may lawfully delegate. Each such committee shall consist of at least one Director.

Section 8. - Fees and Expenses.

Each member of the Board of Directors, other than salaried officers and employees, shall be paid an annual retainer fee, payable in quarterly installments, in such amount as shall be specified from time to time by the Board of Directors.

Each member of the Board of Directors, other than salaried officers and employees, shall be paid such fee as shall be specified from time to time by the Board of Directors for attending each regular or special meeting of the Board of Directors and for attending, as a committee member, each meeting of any committee appointed by the Board of Directors. Each Director shall be paid reasonable traveling expenses incident to attendance at meetings of the Board of Directors.

ARTICLE III

OFFICERS

Section 1. - Officers.

The Company may have a Chairman of the Board and shall have a President, one or more Vice Presidents, a Treasurer, and a Secretary, who shall be elected by, and hold office at the will of, the Board of Directors. The Chairman of the Board, if one is elected, shall be chosen from

among the Directors, and the Board of Directors shall designate either the Chairman of the Board or the President to be the Chief Executive Officer of the Company. The Board of Directors shall also elect such other officers as they may deem necessary for the conduct of the business and affairs of the Company. Any two offices, except those of President and Vice President, may be held by the same person, but no person shall sign checks, drafts and promissory notes, or execute, acknowledge or verify any other instrument in more than one capacity, if such instrument is required by law, the charter, these bylaws, a resolution of the Board of Directors or order of the Chief Executive Officer to be signed, executed, acknowledged or verified by two or more officers.

Section 2. - Duties of the Officers.

(a) Chairman of the Board of Directors.

The Chairman of the Board of Directors, if one is elected, shall preside at all meetings of the Board of Directors and of the stockholders, and shall also have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors.

(b) President.

The President shall have general executive powers, as well as specific powers conferred by these bylaws. The President, any Vice President, or such other persons as may be designated by the Board of Directors, shall sign all special contracts of the Company, countersign checks, drafts and promissory notes, and such other papers as may be directed by the Board of Directors. The President, or any Vice President, together with the Treasurer or an Assistant Treasurer, shall have authority to sell, assign or transfer and deliver any bonds, stocks or other securities owned by the Company. The President shall also have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors. In the absence of the Chairman of the Board, or if one is not elected, the President shall perform all the duties of the Chairman of the Board.

(c) Vice Presidents.

Each Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors, or the Chief Executive Officer, as well as the specific powers assigned by these bylaws. A Vice President may be designated by the Board of Directors or the Chief Executive Officer to perform, in the absence of the President, all the duties of the President.

(d) Treasurer.

The Treasurer shall have the care and the custody of the funds and valuable papers of the Company, and shall receive and disburse all moneys in such a manner as may be prescribed by the Board of Directors or the Chief Executive Officer. The Treasurer shall have such other powers and duties as may be assigned to him or her by the Board of Directors, or the Chief Executive Officer, as well as specific powers assigned by these bylaws.

(e) Secretary.

The Secretary shall attend all meetings of the stockholders and the Board of Directors and shall notify the stockholders and Directors of such meetings in the manner provided in these bylaws. The Secretary shall record the proceedings of all such meetings in books kept for that purpose. The Secretary shall have such other powers and duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer, as well as the specific powers assigned by these bylaws.

Section 3. - Removals and Vacancies.

Any officer may be removed by the Board of Directors whenever, in its judgment, the best interest of the Company will be served thereby. In case of removal, the salary of such officer shall cease. Removal shall be without prejudice to the contractual rights, if any, of the person so removed, but election of an officer shall not of itself create contractual rights.

Any vacancy occurring in any office of the Company shall be filled by the Board of Directors and the officer so elected shall hold office for the unexpired term in respect of which the vacancy occurred or until his or her successor shall be duly elected and qualified.

In any event of absence or temporary disability of any officer of the Company, the Board of Directors may authorize some other person to perform the duties of that office.

ARTICLE IV

LIMITATIONS ON ACTIVITIES

The Company shall:

(a) not participate in the cash pool operated by CEG and shall not commingle funds with CEG;

(b) hold itself out as a separate entity from CEG and RF HoldCo LLC (“HoldCo”), conduct business in its own name and not assume liability for future debts of CEG or HoldCo;

(c) maintain a separate name from and not use the trademarks, service marks or other intellectual property of CEG or HoldCo;

(d) maintain separate books, accounts and financial statements reflecting its separate assets and liabilities; and

(e) maintain arms-length relationships with CEG and HoldCo.

ARTICLE V

INDEMNIFICATION

Section 1. - Procedure.

The Company shall indemnify any present or former Director or officer of the Company and each Director or elected officer of any direct or indirect wholly-owned subsidiary of the Company who is made, or threatened to be made, a party to a proceeding by reason of his or her service in that capacity or by reason of service, while a Director or officer of the Company and at the request of the Company, as a director or officer of another company, corporation, limited liability company, partnership, trust, employee benefit plan or other enterprise, and the Company shall pay or reimburse reasonable expenses incurred in advance of final disposition of the proceeding, in each case to the fullest extent permitted by the laws of the State of Maryland. The Company may indemnify, and advance reasonable expenses to, other employees and agents of the Company and employees and agents of any subsidiary of the Company to the extent authorized by the Board of Directors. The Company shall follow the procedures required by applicable law in determining persons eligible for indemnification and in making indemnification payments and advances.

Section 2. - Exclusivity, etc.

The indemnification and advancement of expenses provided by these bylaws (a) shall not be deemed exclusive of any other rights to which a person seeking indemnification or advance of expenses may be entitled under any law (common or statutory), or any agreement, vote of stockholders or disinterested Directors or other provision that is consistent with law, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed or acting as agent for the Company, (b) shall continue in respect of all events occurring while a person was a Director or officer after such person has ceased to be a Director or officer, and (c) shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification and advance of expenses hereunder shall be deemed to be a contract between the Company and each Director or officer of the Company who serves or served in such capacity at any time while this Article V is in effect. Nothing herein shall prevent the amendment of this Article V, provided that no such amendment shall diminish the rights of any person hereunder with respect to events occurring or claims made before its adoption or as to claims made after its adoption in respect of events occurring before its adoption. Any repeal or modification of this Article V shall not in any way diminish any rights to indemnification or advancement of expenses of a Director or officer or the obligations of the Company arising hereunder with respect to events occurring, or claims made, while this Article V or any provision hereof is in effect.

Section 3. - Severability.

The invalidity or unenforceability of any provision of this Article V shall not affect the validity or enforceability of any other provision hereof.

ARTICLE VI

CAPITAL STOCK

Section 1. - Evidence of Stock Ownership.

Evidence of ownership of stock in the Company shall be pursuant to certificate(s), each of which shall represent the number of shares of stock owned by a stockholder of the Company. Stockholders may request that their stock ownership be represented by certificate(s). Each certificate shall be signed on behalf of the Company by the President or a Vice President and countersigned by the Secretary, and shall be sealed with the corporate seal. The signatures may be either manual or facsimile. In case any officer who signed any certificate, in facsimile or otherwise, ceases to be such officer of the Company before the certificate is issued, the certificate may nevertheless be issued by the Company with the same effect as if the officer had not ceased to be such officer as of the date of its issue.

Section 2. - Transfer of Shares.

Stock shall be transferable only on the books of the Company by assignment in writing by the registered holder thereof, his or her legally constituted attorney, or his or her legal representative, either upon surrender and cancellation of the certificate(s) therefor, if such stock is represented by a certificate, or upon receipt of such other documentation for stock not represented by a certificate as the Board of Directors and the law of the State of Maryland may, from time to time, require.

Section 3. - Lost, Stolen or Destroyed Certificates.

No certificate for shares of stock of the Company shall be issued in place of any other certificate alleged to have been lost, stolen, or destroyed, except upon production of such evidence of the loss, theft or destruction and upon indemnification of the Company to such extent and in such manner as the Board of Directors may prescribe.

Section 4. - Transfer Agents and Registrars.

The Board of Directors shall appoint a person or persons, or any incorporated trust company or companies or both, as transfer agents and registrars and, if stock is represented by a certificate, may require that such certificate bear the signatures or the counter-signatures of such transfer agents and registrars, or either of them.

Section 5. - Stock Ledger.

The Company shall maintain at its principal office in Baltimore, Maryland, a stock record containing the names and addresses of all stockholders and the numbers of shares of each class held by each stockholder.

ARTICLE VII

SEAL

The Board of Directors shall provide, subject to change, a suitable corporate seal which may be used by causing it, or facsimile thereof, to be impressed or affixed or reproduced one the Company’s stock certificates, bonds, or any other documents on which the seal may be appropriate.

ARTICLE VIII

AMENDMENTS

These bylaws, or any of them, may be amended or repealed, and new bylaws may be made or adopted at any meeting of the Board of Directors, by vote of a majority of the Directors, or by the stockholders at any annual meeting, or at any special meeting called for that purpose; provided, however , that, in the case of any amendment, repeal or replacement of Sections 3 and 6 of Article II or any part of Article IV or this Article VIII, each Independent Director must also have approved such amendment, repeal or replacement.

Exhibit 99.1

OPERATING AGREEMENT

RF HOLDCO LLC

THIS OPERATING AGREEMENT (this “ Agreement ”), dated as of February 4, 2010, is made and entered into by and among CONSTELLATION ENERGY GROUP, INC. , a Maryland corporation (the “ Class A Member ”), RF HOLDCO LLC , a Delaware limited liability company (the “ Company ”), and GSS HOLDINGS (BGE UTILITY), INC. , a Delaware corporation (the “ Class B Member ” and collectively with the Class A Member, the “ Members ”).

WHEREAS, the Company and the Class A Member entered into the Operating Agreement, dated as of January 15, 2010 (the “ Initial Operating Agreement ”);

WHEREAS, the Company and the Members wish to amend and restate in its entirety the Initial Operating Agreement in order to provide for the Class B Member and an Independent Director and to make certain other changes; and

WHEREAS , the Class B Member is a Member for the sole and limited purpose of restricting the right of the Company to take certain actions as described in Section 5.1(b) or, pursuant to Section 9.3, to amend this Agreement or the Company’s Certificate of Formation without the prior written consent of the Class B Member.

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

ARTICLE I

The Limited Liability Company

1.1 Formation . The Company was formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as the same may be amended from time to time (the “ Act ”) by the filing of a Certificate of Formation (the “ Certificate of Formation ”) in the Office of the Secretary of State of the State of Delaware in conformity with the Act, on January 15, 2010.

1.2 Name . The name of the Company is “RF HoldCo LLC” and its business shall be carried on in such name with such variations and changes as the Board (as hereinafter defined) shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

1.3 Principal Business Office . The principal business office of the Company shall be located at 100 Constellation Way, Baltimore, Maryland 21202, or such other location as may hereafter be determined by the Class A Member.

1.4 Registered Office . The location of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

1.5 Registered Agent . The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

1.6 Certificate of Formation; Licensing and Qualification; Existence .

(a) Certificate of Formation . The delivery and filing of the Certificate of Formation with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

(b) Licensing and Qualification . The Class A Member, each Operating Director (as defined below), and each Officer, is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business or obtain any licenses necessary or advisable in any other jurisdiction in which the Company may wish to conduct business and all such filings made prior to the date hereof are hereby ratified.

(c) Existence . The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

1.7 Term . Subject to the provisions of ARTICLE VII below, the Company shall have perpetual existence, unless sooner terminated in accordance with the provisions of this Agreement.

1.8 Business Purpose . The purposes of the Company shall be limited to the following:

(a) to hold common stock of Baltimore Gas and Electric Company, a Maryland corporation (“ BGE ”); and

(b) to engage in and perform any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to, and necessary, convenient or advisable for, the accomplishment of the above-mentioned purposes.

1.9 Powers . The Company shall have all of the powers and rights conferred upon limited liability companies formed pursuant to the Act necessary, convenient or incidental to accomplish the purposes of the Company set forth in Section 1.8.

1.10 Certain Definitions; Rules of Interpretation .

(a) Definitions .

(1) “ Affiliate ” means, with respect to a Person, any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power. Neither the Class B Member nor any Affiliate or Subsidiary of the Class B Member shall be an Affiliate of the Company by virtue of its ownership of the Class B Membership Units.

(2) “ Engagement Agreement ” means the Services and Indemnity Agreement, dated as of February 4, 2010, by and among the Class A Member, the Class B Member, and Global Securitization Services, LLC, a Delaware limited liability company.

(3) “ Immediate Family ” means, as to any natural person, such person’s spouse, son, daughter, father, mother, brother, sister, son-in-law, daughter-in-law, father-in-law, mother-in-law, brother-in-law and sister-in-law.

(4) “ Independent Director ” means a natural person who, (i) is not a stockholder or other equity interest holder (whether direct, indirect or beneficial), significant customer, advisor, service provider or supplier, or an officer, director, or stockholder of any stockholder, other equity interest holder, significant customer, advisor, service provider or supplier, of any of BGE or any of its Affiliates, or a Member or any of its Affiliates (provided that indirect stock or other equity interest ownership of any such Person through a mutual fund or similar diversified investment pool shall be permitted); (ii) is not and has not been at any time in the past, an officer, manager (other than an independent manager of a special purpose entity), employee or director (other than an independent director of a special purpose entity) of the Class A Member or any of its Subsidiaries; (iii) is not a member of the Immediate Family of a Person referred to in clauses (i) and (ii); (iv) is not a trustee, conservator or receiver of the Class A Member or any of its Affiliates; and (v) has prior experience as an independent director or manager for a corporation or limited liability company involved in one or more ring-fencing transactions or securitizations, the charter documents of which require the unanimous written consent of all independent directors or managers thereof before such corporation or limited liability company is authorized to consent to the institution

of bankruptcy or insolvency proceedings against it or to file a petition seeking relief under any applicable federal or state law relating to bankruptcy.

(5) “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

(6) “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

(b) Rules of Construction . Unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to either gender includes the other gender; (iii) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (iv) the words “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof; (v) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (vi) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time; and (vii) headings to Articles, Sections, and Schedules are for convenience only and do not affect the interpretation of this Agreement.

ARTICLE II

Membership Units and Members

2.1 Membership Units .

(a) Classes of Units . The Company shall have two classes of membership interests as follows:

(1) a class consisting of Class A membership interests, which shall be referred to herein as “ Class A Membership Units ”; and

(2) a class consisting of Class B membership interests, which shall be referred to herein as “ Class B Membership Units ”.

The Class A Membership Units and Class B Membership Units are herein called the “ Units ”.

(b) Rights . Each class of Units of the Company shall have the rights and privileges accorded such class as are set forth in this Agreement.

(c) Authorized Units .

(1) The Company is authorized to issue Class A Membership Units to the Class A Member.

(2) The Company is authorized to issue Class B Membership Units to the Class B Member.

(d) Maintenance of Class B Membership Units . The Company must at all times cause the Class B Membership Units to be issued and outstanding until the resignation of the Class B Member pursuant to Section 2.9.

(e) Schedule A sets forth the number of Class A Membership Units and Class B Membership Units owned by the Class A Member and the Class B Member, respectively, as of the date hereof. The Board may amend Schedule A from time to time to reflect any changes thereto resulting from any purchases, transfers or admissions effected in accordance with this Agreement, as applicable.

2.2 Capital Contributions .

(a) From time to time, the Board may determine that the Company requires capital and may request the Class A Member to make capital contribution(s) in an amount determined by the Board; provided, however, that the Class A Member is not required in any circumstance to make such capital contribution(s).

(b) The Class B Member shall not be required to make any capital contribution to the Company at any time.

2.3 Certification of Units .

(a) The Company may in its discretion issue certificates to the Class A Member and the Class B Member representing the Class A Membership Units and Class B Membership Units held by the Class A Member and the Class B Member, respectively.

(b) If the Company issues certificates representing any Class A Membership Unit or Class B Membership Unit (each a “ Unit ” and collectively, the “ Units ”), except as herein provided with respect to lost, stolen or destroyed certificates, no new certificates representing particular Units shall be issued in lieu of previously issued certificates representing those same Units until former certificates for those Units shall have been surrendered and

cancelled. All certificates surrendered to the Company for registration of transfer shall be cancelled.

(c) Any Member claiming that such Member’s certificate is lost, stolen or destroyed may make an affidavit or affirmation of that fact and request a new certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Board, a new certificate may be issued of the same tenor and representing the same Units as were represented by the certificate alleged to be lost, stolen or destroyed.

2.4 The Members . The names and addresses of the Members are as follows:

Name		Address
Constellation Energy Group, Inc.		100 Constellation Way
(Class A Member)		Baltimore, MD 21202
		Attn: Assistant Secretary
		Telephone number: 410-470-5718
		Fax: 410-470-5742

GSS Holdings (BGE Utility), Inc.		68 South Service Road, Suite 120
(Class B Member)		Melville, NY 11747
		Attn: Bernard J. Angelo
		Telephone number: 631-930-7202
		Fax: 212-302-8767

2.5 Liability of the Members . All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member. Neither Member nor any officer, director, manager, partner or employee of any of the Members, solely by reason of being a Member or an officer, director, manager, partner or employee of a Member, shall be liable for the debts, obligations, losses or liabilities of the Company, including under a judgment decree or order of a court. In addition, a Member’s liability shall be limited as set forth in the Act and other applicable law hereafter in effect.

2.6 Admission of Members . New members shall be admitted only (i) subject to Section 5.1, upon the approval of the Board or (ii) pursuant to a transfer permitted under Section 2.8.

2.7 Duties of Class B Member . The Company and the Class A Member agree that, to the maximum extent permitted by applicable law, the Class B Member does not owe to the Company or the Class A Member, or any of their respective managers, officers, directors, stockholders, partners, employees, affiliates, representatives or agents, any fiduciary duty, duty of care or similar duty that, under applicable law, is owed by a member of a limited liability company to such limited liability company or any other member of such limited liability company or any of their respective managers, officers, directors, stockholders, partners,

employees, affiliates, representatives or agents. The Company and the Class A Member agree that the only duties that the Class B Member assumes or owes by being a Member in the Company are those duties expressly set forth in this Agreement.

2.8 Registration and Transfers .

(a) General . The Class A Member may sell, assign, pledge, hypothecate or otherwise transfer, in whole or in part, its Class A Membership Units. The Class B Membership Units may not be sold, pledged, or otherwise transferred, except that the Class B Membership Units may be sold if (i) the purchaser is a company engaged in the business of administering special purpose entities and (ii) the Class A Member consents to such sale.

(b) Assignment . To the extent permitted by Section 2.8(a), a Member may sell all or a portion of its limited liability company interest in the Company to another Person and such other Person shall be admitted to the Company as a Member of the Company of the same class, if and only if such transferee (i) executes an instrument signifying its agreement to be bound by the terms and conditions of this Agreement in form and substance satisfactory to the Company (which instrument may be a counterpart signature page to this Agreement) and (ii) if requested by the Company, delivers to the Company an opinion of counsel satisfactory to the Company that no registration under the Securities Act of 1933, as amended, or registration or qualification under the securities laws of any state shall be required and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be a Member of the same class hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

(c) Pledge . If, to the extent permitted by Section 2.8(a), a Member pledges all or a portion of its Units pursuant to this Section 2.8(c), the pledgee (or any assignee of the pledgee) shall not be admitted to the Company as a Member of the Company unless such pledgee exercises the rights of a secured creditor in accordance with (i) the relevant documents governing the applicable secured obligations and (ii) applicable law (the exercise of such rights pursuant to clauses (i) and (ii) of this subsection (c), “ Foreclosure ”). Following a Foreclosure, such pledge or a transferee of such pledge, upon satisfaction of the requirements of clauses (i) and (ii) of subsection (b) of this Section 2.8, shall be admitted to the Company as a Member of the Company of the same class and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

(d) Certificate Register . The Company shall maintain a register (the “ Certificate Register ”) in which, subject to such reasonable regulations as it may prescribe, the registration of Member certificates (if the Units are certificated in accordance with Section 2.3) or Member interests (including the name of the Person to whom each Member certificate or interest is registered and the Class of Member interest and percentage of aggregate Member interests of such Class represented thereby), and the transfers thereof (including pledges in respect of which the Company has received written notice executed by the Member granting such pledge) shall be recorded.

(e) Persons Deemed Members . The Company and any agent of the Company may, prior to the due presentation of a Member certificate for registration of transfer, treat the Person in whose name any Unit is registered as a Member of the Company holding the Member interest indicated in the Certificate Register with respect to such Unit for all purposes.

2.9 Resignation of Class B Member . Notwithstanding any provision to the contrary contained in this Agreement, upon the termination of the Engagement Agreement, the Class B Member shall be deemed to have resigned from the Company under Section 18-602 of the Act and shall promptly transfer the Class B Membership Units as directed by the Class A Member; provided, however, that the Class B Member shall not be entitled to any distribution from the Company as a result of such resignation or any consideration as a result of such transfer.

ARTICLE III

The Board

3.1 Management By Board of Directors .

(a) Subject to Section 5.1 and Section 9.3, the business and affairs of the Company shall be managed by a board of directors (the “ Board ”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business, affairs and sale of the Company. The initial Board shall consist of three unrestricted individuals (each an “ Operating Director ”) and the Independent Director (collectively, the “ Directors ”).

(b) Each Operating Director shall be elected by the Class A Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. The Class A Member may remove any Operating Director from the Board or from any other capacity with the Company at any time, with or without cause. An Operating Director may resign at any time upon written notice to the Class A Member.

(c) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of an Operating Director or an increase in the size of the Board shall be filled by the Class A Member. An Operating Director chosen to fill a vacancy resulting from such resignation, removal, death or disability of an Operating Director shall serve the unexpired term of his or her predecessor in office.

3.2 Independent Director .

(a) At all times the Company shall, in accordance with the provisions of this Agreement, have at least one Independent Director. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of the Act, the Independent Director shall consider the interests of the Company, and its creditors, in acting or otherwise voting on any matter provided for in this Agreement; provided, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not (i) prohibited by the Act or (ii) otherwise conditioned or prohibited herein. No resignation or removal of an Independent Director, and no

appointment of any successor Independent Director, at any time when such resignation or removal would leave the Company without one Independent Director, shall be effective until a successor Independent Director shall have accepted his or her appointment as an Independent Director by execution of an agreement in a form mutually agreed upon by the Company and such successor Independent Director. In the event that no Person meeting the qualifications therefor, as set forth in the definition of “Independent Director” herein, is then holding the position of Independent Director, the Board shall, as soon as practicable, appoint a successor Independent Director as needed to have at least one Independent Director, and until such vacancy is filled, the Board shall be prohibited from voting on any action in Section 5.1(b). All right, power and authority of the Independent Director shall be limited to the extent necessary to exercise those rights, and perform those duties, of the Independent Director specifically set forth in this Agreement. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, the Independent Director, in its capacity as Independent Director, may only act, vote or otherwise participate in those matters relating to those actions set forth in Section 5.1(b).

(b) The Independent Director shall be elected by the Class A Member.

3.3 Meetings of the Board .

(a) The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Operating Director (and, if any matter referred to in Section 5.1(b) is to be voted upon at such meeting, the Independent Director) by telephone, facsimile, mail, telegram or any other means of communication.

(b) The presence of a majority of the Operating Directors then in office shall constitute a quorum at any meeting of the Board, with the exception of any meeting at which any action described in Section 5.1(b) is considered, which meetings shall require the participation of all Directors. All actions of the Board (other than those described in Section 5.1(b)) shall require the affirmative vote of a majority of the Operating Directors in attendance at such meeting.

(c) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Directors sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Director.

(d) If the President is a Director, the President shall preside over meetings of the Board. If the President is not a Director, the Directors in attendance at a meeting of the Board shall appoint a chairman to preside over such meeting.

3.4 Power to Bind Company . None of the Directors (acting in their capacity as such) shall have authority to bind the Company to any third party with respect to any matter

unless, subject to Section 5.1, the Board shall have approved such matter and authorized such Director(s) to bind the Company with respect thereto.

3.5 Officers and Related Persons . Subject to Section 5.1, the Board shall have the authority to appoint and terminate Officers of the Company and retain and terminate agents and consultants of the Company and to delegate such duties to any such Officers, agents and consultants as the Board deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties.

3.6 Fiduciary Duties of Directors . Except to the extent otherwise provided herein, each Director (subject at all times, in the case of the Independent Director, to the second sentence of Section 3.2(a)) shall have a fiduciary duty of loyalty identical to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware, as amended.

3.7 Separate Identity; Limited Liability . Failure of the Company, or the Members or the Board on behalf of the Company, to comply with the foregoing covenants or any other covenants set forth herein, shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or Directors.

ARTICLE IV

Officers

4.1 Officers . The officers of the Company (each an “ Officer ” and collectively, the “ Officers ”) shall consist of a President, Secretary, Treasurer and may in addition include one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same Person and any such Person may also be a Member or an Operating Director of the Company. Officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board.

4.2 President and Vice Presidents . The President shall be the chief executive officer of the Company, shall have direct charge of all business operations of the Company and, subject to the control of the Board, shall have general charge and supervision of the business of the Company. The President or any other Officer authorized by the President or the Board shall execute all leases, guarantees and other contracts, certificates and instruments on the Company’s behalf, except (i) where required or permitted by law or this Agreement to be otherwise signed and executed or (ii) where signing and execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company. Any Vice Presidents of the Company shall have duties as shall be designated from time to time by the Board or the President.

4.3 Secretary and Assistant Secretaries . The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary or Assistant Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of

the Company and the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Members, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Secretary shall have such other duties and powers as may from time to time be designated by the Board or the President. Any Assistant Secretaries shall have such duties and powers as shall be designated from time to time by the Board or the President.

4.4 Treasurer and Assistant Treasurers . The Treasurer shall be the chief financial officer of the Company and shall be in charge of its funds and valuable papers and shall have such other duties and powers as may be designated from time to time by the Board or the President. Any Assistant Treasurers of the Company shall have such duties and powers as shall be designated from time to time by the Board or the President.

4.5 Officers as Agents . The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

4.6 Nonpetition by Officers and Operating Directors . Each Officer and Operating Director shall agree, on account of any indemnification or other payment owing to such Officer or Operating Director by the Company under Section 8.1 or any payment otherwise owing to such Officer or Operating Director from the Company, not to acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company. Each Officer and Operating Director shall be deemed to have consented to (a) the provisions of this Section 4.6 by accepting an appointment as an Officer or Operating Director, as applicable, and (b) the Company and the Class A Member shall have the right to enforce the provisions of this Section 4.6.

ARTICLE V

Limitations on Activities

5.1 Limitations on the Company’s Activities .

(a) Unless and until the Class A Member transfers its entire interest in the Company to an unrelated third party or the Company transfers its entire interest in BGE to an unrelated third party, the Company shall:

(1) not commingle its funds or other assets with the funds or other assets of any other Person, and not maintain any funds or other assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual

funds or other assets from those of its Members or any other Person;

(2) at all times hold itself out to the public and all other Persons as a legal entity separate from any other Person;

(3) conduct its business in its own name through its duly authorized Directors and Officers and comply with all organizational formalities to maintain its separate existence;

(4) not use the trademarks, service marks or other intellectual property of any of its Affiliates;

(5) maintain its own separate books, records, bank accounts and financial statements reflecting its separate assets and liabilities;

(6) maintain an arm’s-length relationship with each of its Affiliates;

(7) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, the foregoing shall not require the Members to make any additional capital contributions to the Company;

(8) comply with GAAP in all material respects (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments) in all financial statements and reports required of it and issue such financial statements and reports separately from any financial statements or reports prepared for its Members and Affiliates; provided that such financial statements or reports may be consolidated with those of its Affiliates if the separate existence of the Company and its assets and liabilities are clearly noted therein;

(9) account for and manage all of its liabilities separately from any other Person, and pay its own liabilities only out of its own funds;

(10) neither guarantee nor become obligated for the debts of any other Person nor hold out its credit or assets as being available to satisfy the obligations of any other Person;

(11) use commercially reasonable efforts to correct any known misunderstanding regarding its separate identity;

(12) ensure that title to all real and personal property acquired by it be acquired, held and conveyed in its name;

(13) observe all necessary, appropriate and customary company formalities in its dealings with its members and Affiliates;

(14) make all decisions with respect to its business and daily operations independently, although its Operating Directors and Officers making any particular decision may also be employees, officers, directors or managers of the Class A Member, its members or its Affiliates;

(15) ensure that its funds will not be transferred to the Class A Member or its Affiliates except with the consent and authority of the Board;

(16) not acquire, assume or guarantee obligations of any Affiliate;

(17) not pledge its assets for the benefit of any other Person or make loans to, or purchase or hold any indebtedness of, any other Person; and

(18) cause its Directors, Officers and its other representatives to act, in their reasonable discretion, at all times with respect to, consistently with, and in furtherance of, the foregoing.

(b) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, the Board, any Director, any Officer or any other Person, neither the Members nor the Board nor any Director nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without (i) the unanimous prior approval of the Board, including the Independent Director and (ii) the prior written consent of the Class B Member, to (A) commence any case, proceeding or other action on behalf of the Company under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief for debtors; (B) institute proceedings to have the Company adjudicated as bankrupt or insolvent; (C) consent to or acquiesce in the institution of bankruptcy or insolvency proceedings against the Company; (D) file a petition or consent to a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation, or other relief on behalf of the Company of its debts under any federal or state law relating to bankruptcy; (E) apply for, or consent to, or acquiesce in the appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers of such Person with respect to the Company; (F) make any assignment for the benefit of the Company’s creditors; (G) admit in writing the Company’s inability to pay its debts generally as they become due; (H) modify the provisions of Section 5.1(a); or (I) remove the unanimous consent requirement set forth above in this Section 5.1(b).

(c) As used in this Section 5.1, “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles

Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

5.2 Covenant of the Class A Member . The Class A Member shall not take any action which is inconsistent in any material respect with the obligations of the Company under Section 5.1(a).

ARTICLE VI

Profits, Losses and Distributions

6.1 Profits and Losses .

(a) For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Class A Member.

(b) No Company profits or losses shall ever be allocated to the Class B Member.

6.2 Distributions .

(a) The Board shall determine amounts available for distribution and the amount, if any, to be distributed to the Class A Member, and shall authorize and distribute on the Class A Membership Units, the determined amount when, as and if declared by the Board.

(b) On dissolution or liquidation, all the assets of the Company, after any winding up pursuant to ARTICLE VII has been effectuated, shall be distributed entirely to the Class A Member. The distributions of the Company shall be distributed entirely to the Class A Member. The Class B Member acknowledges and agrees that it is not entitled to any distributions from the Company at any time.

ARTICLE VII

Events of Dissolution

7.1 Dissolution .

(a) Subject to Section 5.1, the Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(1) The Board votes unanimously for dissolution and the Class B Member approves of such dissolution pursuant to Section 5.1(b); or

(2) A judicial dissolution of the Company under Section 18-802 of the Act.

(b) The bankruptcy of a Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each Member waives any right that it might have under the Act to agree in writing to dissolve the Company upon the bankruptcy of a Member or the occurrence of any event that causes a Member to cease to be a member of the Company.

(c) Upon dissolution, the Board shall provide for the sale of such assets as it sees fit (if any) and then distribute the proceeds thereof plus any remaining assets entirely to the Class A Member. The Class B Member shall not be entitled to receive any distribution of Company assets upon the dissolution and winding up of the Company or otherwise.

ARTICLE VIII

Exculpation and Indemnification

8.1 Indemnity . Subject to the provisions of Section 8.4 hereof, to the fullest extent permitted by law, the Company shall indemnify any Person who is or was party or is threatened to be made party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was a Director, Member, Officer, controlling Person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, partner, shareholder, controlling Person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (each an “ Indemnified Person ” and collectively, the “ Indemnified Persons ”), against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Indemnified Person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful.

8.2 Indemnity for Actions By or In the Right of the Company . Subject to the provisions of Section 8.4 hereof, to the fullest extent permitted by law, the Company shall indemnify any Indemnified Person who was or is party or is threatened to be made party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the actions or suit if such Person acted in good faith and in manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that

the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

8.3 Indemnity if Successful . To the fullest extent permitted by law, the Company shall indemnify any Person who is an Indemnified Person against expenses, including attorneys’ fees, actually and reasonably incurred by such Person in connection with the defense of any action, suit or proceeding referred to in Sections 8.1 or 8.2 or in defense of any claim, issue or matter therein, to the extent that such Person has been successful on the merits.

8.4 Expenses . Any indemnification under Sections 8.1 or 8.2, as well as the advance payment of expenses permitted under Section 8.5 unless ordered by a court or advanced pursuant to Section 8.5 below, shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances. The determination shall be made:

(a) by the Class A Member if the Class A Member was not a party to the act, suit or proceeding; or

(b) if the Class A Member was a party to the act, suit or proceeding, by independent legal counsel in a written opinion.

8.5 Advance Payment of Expenses . The expenses of each such Indemnified Person incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an understanding by or on behalf of such Indemnified Person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified by the Company. The provisions of this Section 8.5 shall not affect any rights to advancement of expenses to which personnel other than the Members or Directors, other than the Independent Director, may be entitled under any contract or otherwise by law.

8.6 Other Arrangements Not Excluded . This indemnification and advancement of expenses authorized in or ordered by a court pursuant to this ARTICLE VIII:

(a) does not exclude any other rights to which a Person seeking indemnification or advancement of expenses may be entitled under any agreement, decision of the Class A Member or otherwise, for either an action of any Indemnified Person in its official capacity or an action in another capacity while holding such position except that indemnification and advancement, unless ordered by court pursuant to Section 8.5 above, may not be made to or on behalf of such Indemnified Person if final adjudication established that its acts or omissions involved intentional misconduct, fraud or knowing violation of the law and were material to the cause of action; and

(b) continues for a Person who has ceased to be an Indemnified Person and inures to the benefit of the successors, heirs, executors and administrators of such Person.

8.7 Limit on Liability . Until the date that is one year and one day after the date upon which the Company has paid all of its debts in full and has no further debts outstanding, each Person bound by this Agreement shall agree, solely on account of any indemnification or other payment owing to such Indemnified Person by the Company under this ARTICLE VIII, not to acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company.

8.8 Survival . The foregoing provisions of this ARTICLE VIII shall survive any termination of this Agreement.

8.9 Amendments . Any repeal or modification of this ARTICLE VIII shall not adversely affect any rights of any Indemnified Person pursuant to this ARTICLE VIII, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE IX

Miscellaneous

9.1 Other Business . Any Member or Director may engage in or possess an interest in other business ventures of any kind and description, independently or with others, including any business venture that may compete with the business of the Company, and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. To the fullest extent permitted by law, no Member or Director that acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty hereunder to communicate or offer such opportunity to the Company; provided, however, that if such Member or Director is a party to one or more other agreements that impose such duties, this Section 9.1 shall not relieve such Member or Director of its obligations thereunder. No amendment or repeal of this Section 9.1 shall apply to or have any effect on the liability or alleged liability of any Member or Director for or with respect to any opportunities of which such Member or Director becomes aware prior to such amendment or repeal.

9.2 Tax Treatment .

(a) The parties acknowledge and agree that the Class B Member is a Member for the sole and limited purpose of restricting the right of the Company to take certain actions as described in Section 5.1(b) and to approve certain amendments to this Agreement and the Certificate of Formation, as described in Sections 5.1 and 9.3. Accordingly, solely for United States federal income tax and state or local income, franchise and similar tax purposes, the Company, the Class A Member and the Class B Member hereby agree to (i) not treat the Class B Membership Units as an equity interest in the Company and (ii) not treat the Class B Member as a member of the Company.

(b) So long as the Class A Member is the sole owner of all of the Class A Membership Interests of the Company, the Company shall be taxed for federal and applicable state and local income, franchise and similar tax purposes as a disregarded entity for U.S. federal income tax purposes, and the Class A Member and the Company shall report consistently therewith and timely make or cooperate in, any and all necessary elections and filings for the Company to be so treated.

9.3 Amendments . Amendments to this Agreement and to the Certificate of Formation shall be approved in writing by the Class A Member and, to the extent such amendment would modify Section 5.1 or Section 9.3, the Class B Member. An amendment shall become effective as of the date specified in the approval of the Class A Member (subject to any required consent of the Class B Member having been first provided) or, if none is specified, as of the date of such approval or as otherwise provided in the Act.

9.4 Severability . If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Members regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Members with a valid provision which most closely approximates the intent and legal and economic effect of the invalid or unenforceable provision.

9.5 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard conflict or choice of law principles that would cause the application of the internal laws of any other jurisdiction), and all rights and remedies shall be governed by said laws.

9.6 Limited Liability Company . The Members intend to form a limited liability company and do not intend to form a partnership under the laws of the State of Delaware or any other laws.

9.7 Fiscal Year . The fiscal year is January 1 to December 31.

9.8 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

9.9 Notices . Any notices required to be delivered under this Agreement shall be in writing and personally delivered, mailed, or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at the address listed in Section 1.9, (b) in the case of a Member, to such Member at its address listed in Section 2.1, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

9.10 Entire Agreement . This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement amends and restates in its entirety the Initial Operating Agreement.

IN WITNESS WHEREOF , the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of the date first written above.

	MEMBERS

	CONSTELLATION ENERGY GROUP, INC.


	By:	/s/ Charles A. Berardesco
	Name:	Charles A. Berardesco
	Title:	Senior Vice President and General Counsel


	GSS HOLDINGS (BGE UTILITY), INC.


	By:	/s/ John L. Fridlington
	Name:	John L. Fridlington
	Title:	Vice President


	COMPANY

	RF HOLDCO LLC


	By:	/s/ Jonathan W. Thayer
	Name:	Jonathan W. Thayer
	Title:	President

SCHEDULE A

Name of Member		Number of Class A Membership Units
Constellation Energy Group, Inc.		1,000 Units (100%)

Name of Member		Number of Class B Membership Units
GSS Holdings (BGE Utility), Inc.		1 Unit (100%)

Exhibit 99.2

EXECUTION COPY

CONTRIBUTION AGREEMENT

dated as of February 4, 2010

among

Constellation Energy Group Inc.,

Baltimore Gas and Electric Company, and

RF HoldCo LLC

Table of Contents

		Page

ARTICLE I CONTRIBUTION; ISSUANCE OF CLASS A CERTIFICATE		3
Section 1.1	The Contribution	3
Section 1.2	Intention of the Parties	4
Section 1.3	The Closing	4

ARTICLE II REPRESENTATIONS AND WARRANTIES		5
Section 2.1	Representations and Warranties of Constellation	5
Section 2.2	Representations and Warranties of BGE	5
Section 2.3	Representations and Warranties of HoldCo	6

ARTICLE III MISCELLANEOUS		7
Section 3.1	Waivers; Amendments	7
Section 3.2	Notices	7
Section 3.3	Effectiveness; Assignability	7
Section 3.4	Governing Law	8
Section 3.5	Execution in Counterparts; Severability	9
Section 3.6	Entire Agreement	9
Section 3.7	Limitations on Liability	9

THIS CONTRIBUTION AGREEMENT (this “ Agreement ”) is made as of February 4, 2010 by and among Constellation Energy Group Inc., a Maryland corporation (“ Constellation ”), Baltimore Gas and Electric Company, a Maryland corporation (“ BGE ”), and RF HoldCo LLC, a Delaware limited liability company (“ HoldCo ). Each of Constellation, BGE and HoldCo are referred to herein as a “ Party ,” and collectively as the “ Parties .”

W I T N E S S E T H

WHEREAS, Constellation is the holder of Stock Certificate No. R001 of BGE (the “ Existing BGE Stock Certificate ”), representing all 1,000 shares of the outstanding common stock of BGE (the “ BGE Shares ”);

WHEREAS, Constellation is the holder of Stock Certificate No. CA-1 of HoldCo (the “ Class A Certificate ”), representing all issued and outstanding Class A membership interests of HoldCo (the “ Class A Membership Interests ”);

WHEREAS, Constellation desires to contribute all of the BGE Shares to HoldCo, and to receive in exchange an increase in the value of the Class A Membership Interests, as represented by the Class A Certificate;

WHEREAS, HoldCo acknowledges and agrees that the Class A Certificate held by Constellation shall continue to represent all issued and outstanding Class A membership interests of HoldCo as of the Effective Date; and

WHEREAS, Constellation, BGE and HoldCo have adopted all necessary resolutions approving the transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereof, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

CONTRIBUTION; ISSUANCE OF CLASS A CERTIFICATE

Section 1.1 The Contribution . At the Closing (as defined below) and upon the terms and conditions set forth in this Agreement: Constellation shall contribute to HoldCo, and HoldCo shall accept, the Existing BGE Stock Certificate representing the BGE Shares described herein. Constellation shall also provide an executed stock power or an assignment in writing (the “ Written Assignment ”) to HoldCo, evidencing Constellation’s transfer of the BGE Shares to HoldCo.

(b) HoldCo shall present the Existing BGE Stock Certificate and Written Assignment to BGE or its transfer agent or registrar, in accordance with Article VI, Section II of the bylaws of BGE (the “ BGE Bylaws ”).

(c) Immediately upon receipt of the Written Assignment and the Existing BGE Stock Certificate, BGE shall cancel the Existing BGE Stock Certificate and shall issue and

deliver to HoldCo, and HoldCo shall accept, Stock Certificate No. R002 representing the BGE Shares (the “ New BGE Stock Certificate ”).

(d) Contemporaneously with the issuance of the New BGE Stock Certificate to HoldCo, HoldCo shall increase the value of the Class A Membership Interests as described herein and in the books and records of HoldCo.

(e) Constellation hereby irrevocably contributes, assigns, transfers, conveys and delivers to HoldCo, absolutely and not as collateral security, without recourse, and HoldCo hereby acquires, accepts and receives all rights, titles and interest in and to the BGE Shares represented by the Existing BGE Stock Certificate immediately prior to the consummation of the transactions contemplated in this Agreement; provided that all right, title and interest in and to the BGE Shares shall be represented by the New BGE Stock Certificate upon cancellation of the Existing BGE Stock Certificate and the issuance of the New BGE Stock Certificate.

Section 1.2 Intention of the Parties . It is the intention of the Parties that the contribution of the BGE Shares made hereunder shall constitute an absolute conveyance from Constellation to HoldCo under applicable state law and federal bankruptcy law, which conveyance is absolute and irrevocable and which provides HoldCo with all rights of ownership of the BGE Shares, and that the beneficial interest and title to the BGE Shares shall not be property of Constellation’s estate in the event (i) Constellation becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (ii) Constellation makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iii) of the occurrence of a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights in respect of Constellation, or (iv) Constellation seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets. None of the Parties intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from HoldCo to Constellation secured by the BGE Shares. The absolute conveyance of the BGE Shares by Constellation to HoldCo is made without recourse to Constellation; provided, however, that Constellation shall be liable to HoldCo for all representations, warranties and covenants made by Constellation with respect to the BGE Shares being conveyed by Constellation to HoldCo pursuant to the terms of this Agreement. Constellation hereby agrees to disclose in appropriate public filings that HoldCo is the owner of the BGE Shares and to respond to any inquiries made by third parties as to the ownership of the BGE Shares by confirming that the BGE Shares have been conveyed to HoldCo.

Section 1.3 The Closing . The Closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Kirkland & Ellis LLP, 655 Fifteenth Street, N.W., Washington, D.C. 20005 on the date hereof, or at such other place or on such other date as may be mutually agreeable to the Parties. The date on which the Closing occurs shall be the “Effective Date” for all purposes of this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Constellation . Constellation hereby represents and warrants that as of the Effective Date:

(a) Constellation is a corporation, duly formed and organized, validly existing and in good standing under the laws of the State of Maryland and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) The execution, delivery and performance by Constellation of this Agreement are within Constellation’s power and authority, have been duly authorized and do not contravene the charter of Constellation (the “ Constellation Charter ”) or the bylaws of Constellation (the “ Constellation Bylaws ”).

(c) This Agreement is the legal, valid and binding obligation of Constellation enforceable against Constellation in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity (whether such enforcement is considered in a proceeding in equity or at law).

(d) Upon cancellation of the Existing BGE Stock Certificate and issuance of the New BGE Stock Certificate, Constellation shall no longer be a holder of the BGE Shares and will not have any rights of a holder of the BGE Shares and the Existing BGE Stock Certificate shall no longer be of any force or effect.

Section 2.2 Representations and Warranties of BGE . BGE hereby represents and warrants that as of the Effective Date:

(a) BGE is a corporation, duly formed and organized, validly existing and in good standing under the laws of the State of Maryland and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has the power, authority and legal right to cancel the Existing BGE Stock Certificate and to issue and convey the New BGE Stock Certificate.

(b) The execution, delivery and performance by BGE of this Agreement are within BGE’s power and authority, have been duly authorized and do not contravene the charter of BGE (the “ BGE Charter ”) or the BGE Bylaws.

(c) This Agreement is the legal, valid and binding obligation of BGE enforceable against BGE in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity (whether such enforcement is considered in a proceeding in equity or at law).

(d) Immediately after the issuance of the New BGE Stock Certificate to HoldCo, HoldCo will have full legal and equitable title to the New BGE Stock Certificate free

and clear of any liens and shall have all of the rights of a holder of the BGE Shares as contemplated in the BGE Charter and the BGE Bylaws.

Section 2.3 Representations and Warranties of HoldCo . HoldCo hereby represents and warrants that as of the Effective Date:

(a) HoldCo is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to own its properties and conduct its business as presently owned or conducted.

(b) The execution, delivery and performance by HoldCo of this Agreement are within HoldCo’s power, have been duly authorized by all necessary action, and do not contravene the Operating Agreement of HoldCo, dated as of February 4, 2010 (the “ HoldCo Operating Agreement ”), by and among Constellation, HoldCo and GSS Holdings (BGE Utility), Inc.

(c) This Agreement is the legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(d) Immediately after the consummation of the transactions contemplated hereby, Constellation will continue to have full legal and equitable title to the Class A Certificate free and clear of any liens and shall have all of the rights of a holder of the Class A Membership Interests as contemplated in the HoldCo Operating Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.1 Waivers; Amendments . No failure or delay on the part of Constellation, BGE or HoldCo or any successor or permitted assignee thereof, in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any provision of this Agreement may be amended or waived only if such amendment or waiver is executed by the Parties in writing.

Section 3.2 Notices . Except as otherwise provided herein, all notices, demands, and requests that any Party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including delivery by overnight mail and courier service, (b) five days after it shall have been mailed by United States mail, first class, certified or registered, with postage, prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the Party to be notified as follows:

if to Constellation:

Constellation Energy Group Inc.

100 Constellation Way, Suite 1700P

Baltimore, MD 21202

Attn: Assistant Secretary

if to BGE:

Baltimore Gas and Electric Company

2 Center Plaza

110 West Fayette Street

Baltimore, MD 21201

Attn: Treasurer

if to HoldCo:

RF HoldCo LLC

100 Constellation Way, Suite 1700P

Baltimore, MD 21202

Attn: Assistant Secretary

Section 3.3 Effectiveness; Assignability . This Agreement shall become effective on the Effective Date and shall, from and after such date, be binding upon and inure to the benefit of Constellation, BGE and HoldCo and their respective successors and assignees. No provision of this Agreement shall in any manner restrict the ability of Constellation or HoldCo

(or any person claiming by or through Constellation or HoldCo, as applicable, as an assignee of such Party) to assign, participate, grant security interests in or otherwise transfer any of such Party’s rights or remedies hereunder.

Section 3.4 Governing Law .

(a) ANY MATTER HEREUNDER RELATED TO THE EXISTING BGE STOCK CERTIFICATE OR THE NEW BGE STOCK CERTIFICATE OR TO INTERNAL CORPORATE MATTERS OF BGE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE CORPORATIONS LAW OF THE STATE OF MARYLAND.

(b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.4(a), THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(c) THE PARTIES EACH HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATING OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(d) THE PARTIES EACH HEREBY IRREVOCABLY SUBMIT (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO THE NON-EXCLUSIVE JURISDICTION OF ANY MARYLAND STATE OR FEDERAL COURT SITTING IN THE CITY OF BALTIMORE, STATE OF MARYLAND, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE EXISTING BGE STOCK CERTIFICATE OR THE NEW BGE STOCK CERTIFICATE OR TO INTERNAL CORPORATE MATTERS OF BGE AND THE PARTIES HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MARYLAND STATE OR FEDERAL COURT. THE PARTIES EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION EACH MAY NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE.

(e) EXCEPT WITH RESPECT TO THE MATTERS DESCRIBED IN SECTION 3.4(a), THE PARTIES EACH HEREBY IRREVOCABLY SUBMIT (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO THE NON-EXCLUSIVE JURISDICTION OF ANY DELAWARE STATE OR FEDERAL COURT SITTING IN THE CITY OF WILMINGTON, STATE OF DELAWARE, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE PARTIES HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION EACH MAY NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH

ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE.

Section 3.5 Execution in Counterparts; Severability . This Agreement may be executed by the Parties in separate counterparts (including by means of facsimile or electronic transmission in portable document format (pdf)), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 3.6 Entire Agreement . This Agreement contains a final and complete integration of all prior expressions by the Parties with respect to the subject matter hereof and shall constitute the entire agreement among the Parties with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

Section 3.7 Limitations on Liability . None of the officers, employees, agents, shareholders, members, directors or managers, as applicable, of or in any Party, past, present or future, shall be under any liability to the other Parties, any of their successors or assignees, or any other person for any action taken or for refraining from the taking of any action in such capacities or otherwise pursuant to this Agreement or for any obligation or covenant under this Agreement, it being understood that this Agreement and the obligations created hereunder shall be, to the fullest extent permitted under applicable law, with respect to Constellation and BGE, solely the corporate obligations of Constellation or BGE, as applicable, and with respect to HoldCo, solely the limited liability company obligations of HoldCo.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

	CONSTELLATION:

	CONSTELLATION ENERGY GROUP, INC.


	By:	/s/ Charles A. Berardesco
	Name:	Charles A. Berardesco
	Title:	Senior Vice President and General Counsel


	BGE:

	BALTIMORE GAS AND ELECTRIC COMPANY


	By:	/s/ Kenneth W. DeFontes, Jr.
	Name:	Kenneth W. DeFontes, Jr.
	Title:	President and Chief Executive Officer


	HOLDCO:

	RF HOLDCO LLC


	By:	/s/ Jonathan W. Thayer
	Name:	Jonathan W. Thayer
	Title:	President

Exhibit 99.3

EXECUTION COPY

PURCHASE AGREEMENT

dated as of February 4, 2010

between

GSS Holdings (BGE Utility), Inc. ,

as Purchaser,

and

RF HoldCo LLC,

as Seller

Table of Contents

		Page

ARTICLE I DEFINITIONS		1

Section 1.1	Definitions and Rules of Construction	1

ARTICLE II PURCHASE AND SALE		2

Section 2.1	Purchase and Sale of Conveyed Assets	2

ARTICLE III REPRESENTATIONS AND WARRANTIES		2

Section 3.1	Representations and Warranties of the Seller	2

Section 3.2	Representations and Warranties of the Purchaser	3

ARTICLE IV MISCELLANEOUS		3

Section 4.1	Waivers; Amendments	3

Section 4.2	Notices	3

Section 4.3	Effectiveness; Assignability; Termination	4

Section 4.4	GOVERNING LAW; WAIVER OF JURY TRIAL	4

Section 4.5	Execution in Counterparts; Severability	5

Section 4.6	Entire Agreement	5

Section 4.7	Limitations on Liability	5

This PURCHASE AGREEMENT (this “ Agreement ”), dated as of February 4, 2010, is made by and between RF HOLDCO LLC, a Delaware limited liability company (the “ Seller ”) and GSS HOLDINGS (BGE UTILITY), INC., a Delaware corporation (the “ Purchaser ”).

W I T N E S S E T H:

WHEREAS, in connection with the formation of the Seller, the Seller and Constellation Energy Group, Inc., as the Class A Member of the Seller (the “ Class A Member ), have entered into the Operating Agreement of RF HoldCo LLC dated as of January 15, 2010 (the “ Interim Operating Agreement ”);

WHEREAS, on the date hereof, the Purchaser, as the Class B Member of the Seller, will enter into the operating agreement of RF HoldCo LLC with the Seller and the Class A Member, which operating agreement amends and restates the Interim Operating Agreement in its entirety (as amended, supplemented or modified from time to time in accordance with its terms, the “ Operating Agreement ”);

WHEREAS, the Operating Agreement authorizes the issuance of a non-economic Class B membership interest of the Seller (the “ Class B Membership Interest ”), which membership interest shall have the rights and privileges as set forth in the Operating Agreement;

WHEREAS, the Class A Member desires to cause the Seller to issue the Class B Membership Interest to the Purchaser and to convey all of the rights, title and interests in the Class B Membership Interest, as set forth in the Operating Agreement and in accordance with the Delaware Limited Liability Company Act, to the Purchaser, on the terms and subject to the conditions provided herein;

WHEREAS, the Purchaser desires to purchase all such rights, title and interest in the Class B Membership Interest from the Seller, on the terms and subject to the conditions provided herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions and Rules of Construction . All references herein to “this Agreement” are to this Purchase Agreement, as it may be amended, supplemented or otherwise modified from time to time. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Operating Agreement. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All section, paragraph, clause, exhibit or Schedule references not attributed to a particular document

shall be references to such parts of this Agreement. All references to any agreement shall include such agreement as it may be amended, supplemented or otherwise modified from time to time hereafter in accordance with its terms.

ARTICLE II

PURCHASE AND SALE

Section 2.1 Purchase and Sale of Conveyed Assets .

(a) The Seller hereby irrevocably sells, assigns, transfers, conveys and delivers to the Purchaser, absolutely and not as collateral security, without recourse, and the Purchaser hereby acquires, accepts and receives all rights, titles and interest in and to the Class B Membership Interest (collectively, the “ Conveyance ”).

(b) The Purchaser agrees to make a payment of $10.00 (the “ Purchase Price ”) on the date hereof (the “ Effective Date ”) to the Seller for the Class B Membership Interest in connection with the Conveyance. In exchange for the payment by the Purchaser of the Purchase Price, the Class A Member shall cause the Seller to issue a certificate representing the Class B Membership Interest to the Purchaser in accordance with Section 2.3(a) of the Operating Agreement.

(c) The Purchaser hereby agrees to hold the Class B Membership Interest and to exercise all rights, duties and obligations of a holder of the Class B Membership Interest in accordance with the Operating Agreement. The Purchaser hereby acknowledges, and agrees to be bound by, the duties, restrictions and limitations relating to the Class B Membership Interest or a holder of the Class B Membership Interest in the Operating Agreement, including those set forth in Sections 2.8, 2.9, 6.1(b), 6.2(b), 7.1(c) and 9.3 of the Operating Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Seller . The Seller hereby represents and warrants that as of the Effective Date:

(a) Organization and Good Standing . The Seller is a limited liability company, duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has the power, authority and legal right to issue and convey the Class B Membership Interest.

(b) Due Authorization; Conflicts . The execution, delivery and performance by the Seller of this Agreement are within the Seller’s power and authority, have been duly authorized and do not contravene the Operating Agreement.

(c) Enforceability . This Agreement is the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, reorganization,

moratorium or other similar laws affecting creditors’ rights generally or general principles of equity (whether such enforcement is considered in a proceeding in equity or at law).

(d) Class B Membership Interest . The issuance of the Class B Membership Interest contemplated in this Agreement is the first issuance of a Class B Membership Interest by the Seller and no other Class B Membership Interests have been issued by the Seller or are outstanding. Immediately after the Conveyance, the Purchaser will have full legal and equitable title to the Class B Membership Interest free and clear of any liens and shall have all of the rights of a holder of a Class B Membership Interest as contemplated in the Operating Agreement.

Section 3.2 Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants that as of the Effective Date:

(a) Organization and Good Standing . The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to own its properties and conduct its business as presently owned or conducted and to execute, deliver and perform its obligations under this Agreement.

(b) Due Authorization; Conflicts . The execution, delivery and performance by the Purchaser of this Agreement are within the Purchaser’s power, have been duly authorized by all necessary action, and do not contravene the Purchaser’s certificate of incorporation or bylaws.

(c) Enforceability . This Agreement is the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

ARTICLE IV

MISCELLANEOUS

Section 4.1 Waivers; Amendments . No failure or delay on the part of the Purchaser or the Seller or any successor or permitted assignee thereof, in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any provision of this Agreement may be amended or waived only if such amendment or waiver is executed by the parties hereto in writing.

Section 4.2 Notices . Except as otherwise provided herein, all notices, demands, and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including delivery by overnight mail and courier service, (b) five days after it shall have been mailed by United States mail, first class, certified or registered, with postage, prepaid, or (c) in the case of notice by such a

telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

if to the Seller:

RF HoldCo LLC

100 Constellation Way, Suite 1700P

Baltimore, MD 21202

Attn: Assistant Secretary

if to the Purchaser:

GSS Holdings (BGE Utility), Inc.

68 South Service Road, Suite 120

Melville, NY 11747

Attn: Bernard J. Angelo

Section 4.3 Effectiveness; Assignability; Termination . This Agreement shall become effective on the Effective Date and shall, from and after such date, be binding upon and inure to the benefit of the Seller and the Purchaser and their respective successors and assignees. Neither the Seller nor the Purchaser may assign, transfer or delegate any of its respective duties hereunder without the prior written consent of the other party; provided that any assignment or transfer of the Class B Membership Interest must also be made in accordance with the Operating Agreement. Except as set forth in this Section 4.3, no provision of this Agreement shall in any manner restrict the ability of the Purchaser (or any person claiming by or through the Purchaser as an assignee of the Purchaser) to assign, participate, grant security interests in or otherwise transfer any of the Purchaser’s rights or remedies hereunder.

Section 4.4 GOVERNING LAW; WAIVER OF JURY TRIAL

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATING OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(c) THE PARTIES HERETO EACH HEREBY IRREVOCABLY SUBMIT (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO THE NON-EXCLUSIVE JURISDICTION OF ANY DELAWARE STATE OR FEDERAL COURT SITTING IN THE CITY OF WILMINGTON, STATE OF DELAWARE, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR ANY DOCUMENTS RELATED HERETO OR CONTEMPLATED HEREIN AND THE PARTIES HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HERETO EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION EACH MAY NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE.

Section 4.5 Execution in Counterparts; Severability . This Agreement may be executed by the parties hereto in separate counterparts (including by means of facsimile or electronic transmission in portable document format (pdf)), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 4.6 Entire Agreement . This Agreement contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

Section 4.7 Limitations on Liability . None of the officers, employees, agents, shareholders, members, directors or managers, as applicable, of or in the Purchaser or the Seller, past, present or future, shall be under any liability to the Seller or the Purchaser, as applicable, any of their successors or assignees, or any other person for any action taken or for refraining from the taking of any action in such capacities or otherwise pursuant to this Agreement or for any obligation or covenant under this Agreement, it being understood that this Agreement and the obligations created hereunder shall be, to the fullest extent permitted under applicable law, with respect to the Seller, solely the limited liability company obligations of the Seller, and with respect to the Purchaser, solely the corporate obligations of the Purchaser.

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IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

RF HOLDCO LLC,
as Seller

By:		Constellation Energy Group, Inc.
Its:		Class A Member


By:		/s/ Charles A. Berardesco
Name:		Charles A. Berardesco
Title:		Secretary


GSS HOLDINGS (BGE UTILITY), INC. ,
as Purchaser


By:	/s/ John L. Fridlington
Name: John L. Fridlington

ARTICLE I MEETINGS OF STOCKHOLDERS

Section 1. - Annual Meeting.

Section 2. - Special Meeting.

Section 3. - Notice of Meetings.

Section 4. - Organization of Meeting.

Section 5. - Quorum.

Section 6. - Voting.

Section 7. - Judge of Election and Tellers.

Section 8. - Record Date for Stockholders and Closing of Transfer Books.

ARTICLE II BOARD OF DIRECTORS AND COMMITTEES

Section 1. - Powers of Directors.

Section 2. - Number and Election of Directors.

Section 3. - Independent Director.

Section 4. - Removals and Vacancies.

Section 5. - Meetings of the Board of Directors.

Section 6. - Quorum and Voting.

Section 7. - Committees.

Section 8. - Fees and Expenses.

ARTICLE III OFFICERS

Section 1. - Officers.

Section 2. - Duties of the Officers.

(a) Chairman of the Board of Directors.

(b) President.

(c) Vice Presidents.

(d) Treasurer.

(e) Secretary.

Section 3. - Removals and Vacancies.

ARTICLE IV LIMITATIONS ON ACTIVITIES

(a) not participate in the cash pool operated by CEG and shall not commingle funds with CEG;

(b) hold itself out as a separate entity from CEG and RF HoldCo LLC (“HoldCo”), conduct business in its own name and not assume liability for future debts of CEG or HoldCo;

(c) maintain a separate name from and not use the trademarks, service marks or other intellectual property of CEG or HoldCo;

(d) maintain separate books, accounts and financial statements reflecting its separate assets and liabilities; and

(e) maintain arms-length relationships with CEG and HoldCo.

ARTICLE V INDEMNIFICATION

Section 1. - Procedure.

Section 2. - Exclusivity, etc.

Section 3. - Severability.

ARTICLE VI CAPITAL STOCK

Section 1. - Evidence of Stock Ownership.

Section 2. - Transfer of Shares.

Section 3. - Lost, Stolen or Destroyed Certificates.

Section 4. - Transfer Agents and Registrars.

Section 5. - Stock Ledger.

ARTICLE VII SEAL

ARTICLE VIII AMENDMENTS

ARTICLE I

The Limited Liability Company

1.3 Principal Business Office . The principal business office of the Company shall be located at 100 Constellation Way, Baltimore, Maryland 21202, or such other location as may hereafter be determined by the Class A Member.

1.4 Registered Office . The location of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

1.5 Registered Agent . The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

1.6 Certificate of Formation; Licensing and Qualification; Existence .

(a) Certificate of Formation . The delivery and filing of the Certificate of Formation with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

(c) Existence . The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

1.7 Term . Subject to the provisions of ARTICLE VII below, the Company shall have perpetual existence, unless sooner terminated in accordance with the provisions of this Agreement.

1.8 Business Purpose . The purposes of the Company shall be limited to the following:

(a) to hold common stock of Baltimore Gas and Electric Company, a Maryland corporation (“ BGE ”); and

1.9 Powers . The Company shall have all of the powers and rights conferred upon limited liability companies formed pursuant to the Act necessary, convenient or incidental to accomplish the purposes of the Company set forth in Section 1.8.

1.10 Certain Definitions; Rules of Interpretation .

(a) Definitions .

(2) “ Engagement Agreement ” means the Services and Indemnity Agreement, dated as of February 4, 2010, by and among the Class A Member, the Class B Member, and Global Securitization Services, LLC, a Delaware limited liability company.

(3) “ Immediate Family ” means, as to any natural person, such person’s spouse, son, daughter, father, mother, brother, sister, son-in-law, daughter-in-law, father-in-law, mother-in-law, brother-in-law and sister-in-law.

of bankruptcy or insolvency proceedings against it or to file a petition seeking relief under any applicable federal or state law relating to bankruptcy.

(5) “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

ARTICLE II

Membership Units and Members

2.1 Membership Units .

(a) Classes of Units . The Company shall have two classes of membership interests as follows:

ARTICLE I

MEETINGS OF STOCKHOLDERS

ARTICLE II

BOARD OF DIRECTORS AND COMMITTEES

ARTICLE III

OFFICERS

ARTICLE IV

LIMITATIONS ON ACTIVITIES

ARTICLE V

INDEMNIFICATION

ARTICLE VI

CAPITAL STOCK

ARTICLE VII

SEAL

ARTICLE VIII

AMENDMENTS