Constellation Energy Group (CEG)

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

Effective as of July 18, 2008, the Board of Directors of Constellation adopted amendments to Constellation’s bylaws.

Amendments to Reflect Changes in Maryland Law

Article II, Section 2 of the bylaws was amended to permit the Board of Directors to establish the annual meeting of shareholders as of any date during the year.  Prior Maryland law required that the meeting be held during a 31-day period that was set forth in the bylaws.  Article V, Section 1 was amended to clarify that directors and officers of Constellation who serve as directors and officers of a limited liability company at the request of Constellation are indemnified.  Prior Maryland law was not clear on whether indemnification extended to limited liability companies.

Amendments to Shareholder Advance Notice Provisions

Article II, Section 3 of the bylaws was amended to clarify that the shareholder advance notice provisions set forth in Article II, Section 5 of the bylaws apply to both annual and special meetings.

Article II, Section 5 of the bylaws was amended to expand the information required to be provided by any shareholder who submits a nomination for election to the Board of Directors or a shareholder proposal for consideration at a meeting of shareholders.  Such shareholder will have to provide information about any beneficial owner on whose behalf a director nomination or shareholder proposal is being made, any agreement concerning the nomination or shareholder proposal and any derivative, short or other hedging transactions the shareholder has with respect to Constellation’s stock.

Article II, Section 5 of the bylaws also was amended to require a shareholder or beneficial owner nominating a person for election as a director to include in the advance notice a description of any material relationships between the shareholder or beneficial owner and the nominee and a representation as to the nominee’s independence as defined in Constellation’s Corporate Governance Guidelines.

Amendment to Vote Required for Election of Directors

Article III, Section 2 of the bylaws was amended to clarify when a director election is contested and a plurality voting standard will apply.  As amended, the bylaws provide that a director election will be deemed contested if a shareholder has presented a director nomination and such nomination has not been withdrawn at least 10 days before the mailing of Constellation’s notice for the meeting.

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ITEM 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 22, 2008, the Board of Directors of Constellation Energy adopted an amendment revising Article II, Section 2 of Constellation Energy’s by-laws to provide that the annual meeting of stockholders for 2008 shall be held on any date during the period of June 30 through July 30, 2008, as determined by the Board.  For annual meetings subsequent to 2008, the by-laws will continue to provide that the annual meeting be held on any date during the period of May 1 through May 31, as determined year to year by the Board.

A copy of the amendment to the by-laws is attached hereto as Exhibit 3 and is incorporated by reference herein.

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