**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**AmendmentNo. 1**

 

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**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

For the fiscal year ended **DECEMBER 31,2005**

 
| **Commission  file number** | ** ** | **Exact name of registrant as specified in its charter** | ** ** | **IRS Employer  Identification No.** |
|----------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|------------------------------------------------|
| **1-12869**                      |       | **CONSTELLATION ENERGY GROUP, INC.**                                                        |       | **52-1964611**                                 |

 

**MARYLAND**

(States of incorporation)

 
| **750 E. PRATT STREET   BALTIMORE, MARYLAND                      21202** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Address of principal executive offices)                                                                                                                                               |               (Zip  Code) |

 

**410-783-2800**

(Registrants’ telephone number, including area code)

 

**SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OFTHE ACT:**

 
| **Title  of each class**                                                   | ** ** | **Name  of each exchange on  which registered**                                                |
|----------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|
| Constellation Energy Group, Inc. Common  Stock—Without Par Value |            | New  York Stock Exchange, Inc.  Chicago Stock Exchange, Inc.  Pacific Exchange, Inc. |

 

**SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OFTHE ACT:**Not Applicable

 

Indicate by check mark if Constellation Energy Group, Inc.is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes ý    No o.

 

Indicate by check mark if Constellation Energy Group, Inc.is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o    No ý.

 

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

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of registrants’ knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether Constellation EnergyGroup, Inc. is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer” and “largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ý   Accelerated filer  o      Non-acceleratedfiler o

 

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

 

Aggregate market value of Constellation Energy Group, Inc.Common Stock, without par value, held by non-affiliates as of June 30,2005 was approximately $10,225,051,449 based upon New York Stock Exchangecomposite transaction closing price.

 

**CONSTELLATION ENERGY GROUP, INC. COMMON STOCK,WITHOUT PAR VALUE 178,793,160 SHARES OUTSTANDING ON MARCH 31, 2006.**

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

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**Explanatory Note**

 

This Form 10-K/A amends Items 10, 11, 12, 13and 14 and includes exhibits under Item 15 of the Annual Report on Form 10-Kfor the year ended December 31, 2005 filed by Constellation Energy Group, Inc.(Constellation Energy) on March 3, 2006. In this report, these items wereincorporated by reference from Constellation Energy’s proxy statement. BecauseConstellation Energy’s definitive proxy statement has not been finalized, Items10, 11, 12, 13 and 14 of Form 10-K are being filed via this Form 10-K/A,as well as Exhibits 31(e), 31(f), 32(e) and 32(f) under Item 15. ThisForm 10-K/A also reports other information under Item 9B. This Form 10-K/Adoes not amend or update any other information set forth in the Form 10-Koriginally filed by Constellation Energy on March 3, 2006.

 

2

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**PART II**

** **

**Item 9B. Other Information**

 

In April 2006, Mayo A. Shattuck III, Chairman,President and Chief Executive Officer of Constellation Energy waived his rightunder his employment letter agreement dated December 18, 2005 to receive anyenhanced cash severance payment upon termination of his employment during theterm of such employment letter agreement. A copy of the waiver has been filedas Exhibit 10(ee) to this Amendment No. 1 to Form 10-K.

 

**PART III**

 

**Item 10. Directors and Executive Officers of the Registrant**

 

Theinformation required by this item with respect to executive officers ofConstellation Energy, pursuant to instruction 3 of paragraph (b) ofItem 401 of Regulation S-K, is set forth following Item 4 of Part Iof this Form 10-K under *ExecutiveOfficers of the Registrant*.

 

The Constellation Energy board of directors is divided into threeclasses (Class I, Class II and Class III), with one class ofdirectors elected at each annual meeting of stockholders for a three-year term.

 

***Class IDirector Nominees Whose Terms Expire In 2006***

 

*Douglas L. Becker*,age 40, a director since April 1999, has been Chairman and Chief ExecutiveOfficer of Laureate Education, Inc. (formerly Sylvan Learning Systems, Inc.)since February 2000 and was President and Co-Chief Executive Officer ofLaureate Education, Inc. from February 1991 to February 2000. Heis also Founder and Principal of Sterling Capital Partners, an investmentcompany. Mr. Becker is a director of Educate, Inc. and was a directorof BGE from October 1998 to April 1999.

 

*Frank P. Bramble, Sr.*, age 57, a director since January 2002,served as a consultant to MBNA Corporation from January 2005 to January 2006,and served as Vice Chairman of MBNA Corporation from May 2002 to December 2004.From April 1994 to May 2002, Mr. Bramble was a director ofAllfirst Financial, Inc. and Allfirst Bank, and from December 1999 toMay 2002, he also was Chairman of the Board. From November 1998 untilMay 2002, Mr. Bramble was the Chief Executive, USA, and a director ofAllied Irish Banks, p.l.c., the parent of Allfirst Financial, Inc. He is adirector of Bank of America Corporation.

 

*Edward A. Crooke*,age 67, a director since April 1999, served as Vice Chairman ofConstellation Energy and BGE from October 2000 until December 2001. Hepreviously was Vice Chairman of Constellation Energy from April 1999 untilJanuary 1, 2000. He also served as President and Chief Operating Officerof BGE from 1992 to 1998, Vice Chairman from 1998 to 1999 and as a directorfrom 1988 to April 1999. He is also a director of AEGIS Insurance Services, Inc.,Associated Electric & Gas Insurance Services, Limited and BaltimoreEquitable Society.

 

*Mayo A. Shattuck III*,age 51, a director since May 1999, has been Chairman of the Board ofDirectors of Constellation Energy since July 2002 and President and ChiefExecutive Officer since November 2001. Mr. Shattuck has also beenChairman of the Board of Directors of BGE since July 2002. He was GlobalHead of Investment Banking and Global Head of Private Banking for Deutsche BancAlex. Brown from June 1999 to October 2001, and held various officerpositions during that period. He is also a director of Capital One FinancialCorporation, Gap, Inc., the Edison Electric Institute, the Nuclear EnergyInstitute and the Institute of Nuclear Power Operations.

 

*Michael D. Sullivan*,age 66, a director since April 1999, is a private investor, and is aCo-Founder and has been Chairman of the Board of Life Source, Inc.(nutritional supplements) since March 2001. Mr. Sullivan also hasbeen Chairman of the Board of Advancare Health Care, LLC (home health care)since January 2006. From October 1996 to December 2001, Mr. Sullivanwas Chairman of the Board of Golf America Stores, Inc. (golf apparelretailing). Mr. Sullivan was a director of BGE from 1992 to April 1999.

 

***Class IIDirectors Whose Terms Expire In 2007***

 

*James T. Brady*,age 65, a director since May 1999, has been the Managing Director – Mid-Atlanticof Ballantrae International, Ltd. (a management consulting firm) since January 2000,and is the former secretary of the Maryland Department of Business &Economic Development, where he served from 1995 to 1998. He was also a managingpartner of Arthur Andersen LLP from 1985 to 1995. Mr. Brady is a directorof McCormick & Company, Inc., T. Rowe Price Group, Inc. andAether Holdings, Inc. Mr. Brady also was a director of ConstellationEnterprises, Inc. from March 1998 to May 1999.

 

*James R. Curtiss*,age 52, a director since April 1999, has been a partner in the law firm ofWinston & Strawn since 1993. From 1988 to 1993, he served as aCommissioner of the United States Nuclear Regulatory Commission. He is also adirector of Cameco Corporation (owner and operator of uranium mines). Mr. Curtisswas a director of BGE from 1994 to April 1999.

 

3

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*Robert J. Lawless*,age 59, a director since January 2002, has been Chairman of the Board,Chief Executive Officer and President of McCormick & Company, Inc.since January 1997. He is also a director of Baltimore Life, Inc.

 

***Class IIIDirectors Whose Terms Expire In 2008***

 

*Yves C. de Balmann*,age 59, a director since July 2003, has been Co-Chairman of BregalInvestments since September 2002. He was Co-Chairman and Co-ChiefExecutive Officer of Deutsche Banc Alex. Brown from June 1999 to April 2001,and a Senior Advisor to Deutsche Bank AG from April 2001 to June 2003.He is also a director of ESI Group, a technology company based in France.

 

*Freeman A. Hrabowski*, III,age 55, a director since April 1999, has been President of the Universityof Maryland Baltimore County since 1993. He is also a director of the BaltimoreEquitable Society, Broadwing Corporation, McCormick & Company, Inc.,Mercantile Bankshares Corporation and Mercantile-Safe Deposit and Trust Company.Dr. Hrabowski was a director of BGE from 1994 to April 1999.

 

*Nancy Lampton*, age63, a director since April 1999, has been Chairman and Chief ExecutiveOfficer of American Life and Accident Insurance Company of Kentucky since 1971and has been Chairman and Chief Executive Officer of its holding company,Hardscuffle, Inc., since January 2000. She is also a director of DNPSelect Income Fund, Duff & Phelps Utility and Corporate Bond TrustInc. and DTF Tax-Free Income Inc. Ms. Lampton was a director of BGE from1994 to April 1999.

 

*Lynn M. Martin*,age 66, a director since October 2003, has been President of The MartinHall Group LLC, a human resources consulting firm, since January 2005. From1993 to October 2005, Ms. Martin was an Advisor to Deloitte &Touche LLP, and from 1993 to 1999, she was a Professor at the Kellogg School ofManagement at Northwestern University. Ms. Martin served as United StatesSecretary of Labor from 1991 to 1993. Prior to her tenure as Secretary ofLabor, she was a member of the United States House of Representatives from 1981to 1991. She is also a director of The Procter & Gamble Company, RyderSystem, Inc., SBC Communications and various funds of The DreyfusCorporation.

 

### ***Committeesof the Constellation Energy Board of Directors***

### ** **

The Constellation Energy board of directors has thefollowing committees:

 

*Executive Committee*:  This committee may exercise all of thepowers of the board of directors, except that it may not authorizedividends or the issuance of stock (except in certain limited circumstancesauthorized by the board of directors), recommend to stockholders any actionrequiring stockholder approval, amend the by-laws, or approve mergers or shareexchanges that do not require stockholder approval. The committee met threetimes in 2005. Mr. Shattuck is Chairman, and Messrs. Bramble, Crookeand Lawless are members.

 

*Audit Committee*:  This committee oversees Constellation Energy’sauditing, accounting, financial reporting, risk management, corporatecompliance and internal control functions as set forth in its charter. Thecommittee also approves the services provided by Constellation Energy’sindependent registered public accounting firm, and monitors and evaluates itsperformance, the fees paid, and the compatibility of the non-audit servicesprovided by the firm with maintaining the firm’s independence. The board ofdirectors has determined that each of the members of the audit committee is an “auditcommittee financial expert” as that term is defined in the applicable rules ofthe Securities and Exchange Commission. The committee met eight times in 2005. Mr. Bradyis Chairman, and Messrs. de Balmann and Bramble are members.

 

*Committee on Nuclear Power*:  This committee monitors the performance andsafety at our nuclear power plants. The committee met six times in 2005. Mr. Curtissis Chairman, and Mr. Crooke, Ms. Lampton and Ms. Martin aremembers.

 

*Compensation Committee*:  This committee reviews the recommendations ofthe Chief Executive Officer for candidates for positions as executive officersof Constellation Energy and recommends candidates to the Constellation Energyboard of directors. It reviews and recommends to the Constellation Energy boardof directors compensation for directors, and establishes compensation andreviews perquisites and fringe benefits for the Chief Executive Officer andother executive officers. The committee approves the terms of any severance,change in control or employment contract for the Chief Executive Officer andother executive officers. The committee also oversees succession planning forthe Chief Executive Officer and senior management. The committee met eighttimes in 2005. Mr. Lawless is Chairman, and Messrs. Becker andSullivan, Dr. Hrabowski and Ms. Martin are members.

 

4

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*Nominating and Corporate GovernanceCommittee*:  Thiscommittee considers and recommends to the Constellation Energy board of directorsnominees for election as directors, including nominees recommended bystockholders. It oversees corporate governance, Constellation Energy board ofdirectors composition, annual evaluations of the Constellation Energy board ofdirectors and its committees, and committee structure, membership and functions.The committee periodically reviews Constellation Energy’s Corporate GovernanceGuidelines and Principles of Business Integrity. The committee met six times in2005. Mr. Sullivan is Chairman, and Messrs. Becker and Lawless, Dr. Hrabowskiand Ms. Martin are members.

 

Constellation Energymaintains on its website, www.constellation.com, copies of the charters of eachof the committees of the Constellation Energy board of directors, as well ascopies of its Corporate Governance Guidelines, Principles of BusinessIntegrity, Corporate Compliance Program and Insider Trading Policy. Copies ofthese documents are also available in print upon request of ConstellationEnergy’s Corporate Secretary. The Principles of Business Integrity is a code ofethics which applies to all of our directors, officers and employees, includingthe chief executive officer, chief financial officer and chief accountingofficer. Constellation Energy will post any amendments to, or waivers of, thePrinciples of Business Integrity applicable to its chief executive officer,chief financial officer or chief accounting officer on its website.

 

5

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**Item 11. Executive Compensation**

 

***2005 Summary CompensationTable***

*** ***
| ** **                                                                                                                                            | ** ** | ** **       | ** ** | ** **                   | ** ** | ** **                     | ** ** | **Long-Term  Compensation** | ** ** | ** **                  | ** **       |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|------------------------------|------------|--------------------------------|------------|-----------------------------|------------|-----------------------------|------------------|
| ** **                                                                                                                                            | ** ** | ** **       | ** ** | ** **                   | ** ** | ** **                     | ** ** | **Awards**                  | ** ** | **Payouts**                 | ** **       | ** ** | ** ** |
| ** **                                                                                                                                            | ** ** | ** **       | ** ** | ** **                   | ** ** | ** **                     | ** ** | **Restricted**              | ** ** | **Securities**              | ** **       | **Long-Term** | ** ** | ** ** | ** ** |
| ** **                                                                                                                                            | ** ** | ** **       | ** ** | **Annual Compensation** | ** ** | **Stock**                      | ** ** | **Underlying**              | ** ** | **Incentive Plan**     | ** **       | **All Other** | ** ** |
| **Name and Principal Position**                                                                                                        | ** ** | **Year**         | ** ** | **Salary ($)**          | ** ** | **Bonus ($)(1)**          | ** ** | **Other ($)(2)**       | ** ** | **Awards ($)(3)**      | ** **       | **Options (#)(4)** | ** ** | **Payout ($)** | ** ** | **Compensation ($)(5)** | ** ** |
| Mayo  A. Shattuck III   Chairman of the Board of Directors, President and Chief Executive Officer,  Constellation Energy                              |       | 2005  2004  2003 |       | 1,000,000 972,000  900,000   |       | 3,001,050  4,000,795 2,600,780 |       | 8,306   7,221 6,585    |       | -0-  -0-  3,349,984         | (7)              | 1,385,571  277,160  -0- | (6) | -0-  -0- -0- |   | 29,900 30,154 44,077 |   |
| Thomas  V. Brooks   Chairman, Constellation Energy Commodities Group, Inc. and Vice Chairman  and Executive Vice President, Constellation Energy |       | 2005  2004  2003 |       | 250,000 250,000  250,000     |       | 5,001,050  4,250,795 3,715,780 |       | -0-  1,400 1,006       |       | 1,253,432  752,000  890,684 | (8)  (9)  (10)   | 460,197   103,930   95,950 | (6) | -0- -0-   -0- |   | -0-  -0-  -0- |   |
| E.  Follin Smith   Executive Vice President, Chief Financial Officer and Chief Administrative  Officer, Constellation Energy                          |       | 2005  2004  2003 |       | 500,000 473,000  375,000     |       | 1,501,050  1,500,795 1,125,780 |       | 4,568   19,680   7,276      |       | 501,393  500,000  1,251,950 | (11)  (12)  (13) | 369,984   69,290  63,340 | (6) | -0- -0- -0- |   | 15,046 14,224 40,097 |   |
| Felix  J. Dawson   Co-Chief Executive Officer, Constellation Energy Commodities Group, Inc.                                                      |       | 2005  2004  2003 |       | 200,000 200,000  203,081     |       | 5,000,360  2,960,000 1,750,000 |       | -0-  -0-  -0-               |       | -0-   4,445,322  520,082    | (14)  (15)       | -0-  -0-   14,900 |   | -0- -0- -0- |   | 6,300 5,385 20,116 |   |
| George  E. Persky   Co-Chief Executive Officer, Constellation Energy Commodities Group, Inc.                                                     |       | 2005  2004  2003 |       | 175,000 175,000  175,000     |       | 5,000,360  2,960,000 1,750,000 |       | -0-  -0-  -0-               |       | -0- 4,445,322  520,082 | (14)  (15)       | -0-  -0-  14,900 |   | -0-  -0-  -0- |   | 606  5,190 17,030 |   |
|                                                                                                                                                       |            |                  |            |                              |            |                                |            |                             |            |                             |                  |  |  |  |  |  |  |  |  |

 

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**Notesto 2005 Summary Compensation Table:**

** **

(1)   The amounts in the *Bonus* column include for certainexecutives the short-term incentive bonus under the Executive Annual IncentivePlan and a bonus under the disability insurance plan. A breakdown of the 2005amounts in the Bonus column is shown below.
| **Name**           | ** ** | **Short-Term   Incentive Cash Bonus ($ )** | ** ** | **Disability Insurance   Plan Bonus ($ )** | ** ** | **Total ($ )** | ** ** |
|--------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|--------------------------|------------|
| M. A. Shattuck III |       | 3,000,000                                                           |       | 1,050                                                               |       | 3,001,050                |       |
| T. V. Brooks       |       | 5,000,000                                                           |       | 1,050                                                               |       | 5,001,050                |       |
| E. F. Smith        |       | 1,500,000                                                           |       | 1,050                                                               |       | 1,501,050                |       |
| F. J. Dawson       |       | 5,000,000                                                           |       | 360                                                                 |       | 5,000,360                |       |
| G. E. Persky       |       | 5,000,000                                                           |       | 360                                                                 |       | 5,000,360                |       |

 

(2)   Represents payroll taxes paid byConstellation Energy on behalf of the executive.

(3)   The following executives held shares ofrestricted stock listed below at December 31, 2005:

 
| ** **         | ** ** | **Shares #** | ** ** | **Market Value ($ )** | ** ** |
|--------------------|------------|-------------------|------------|--------------------------------------|------------|
| M. A. Shattuck III |       | 50,000            |       | 2,880,000                            |       |
| T. V. Brooks       |       | 28,022            |       | 1,614,067                            |       |
| E. F. Smith        |       | 28,229            |       | 1,625,990                            |       |
| F. J. Dawson       |       | 86,232            |       | 4,966,963                            |       |
| G. E. Persky       |       | 86,232            |       | 4,966,963                            |       |

 

The fair marketvalue for the shares held is based on the $57.60 closing price per share forConstellation Energy common stock on December 31, 2005.

(4)   Options were granted to certainexecutives on February 24, 2005 under Constellation Energy’s ExecutiveLong-Term Incentive Plan and vest and become exercisable in three equal annualinstallments beginning February 24, 2006. See the Option Tables beginningon page 8.

 

6

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| (5)    | For 2005 and 2004, the amounts in the *All Other Compensation* column represent  Constellation Energy’s matching contributions under its savings plans. For  2003, the amounts include for certain executives Constellation Energy’s  matching contributions under its savings plans and payout of accrued  vacation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (6)    | Includes 334,210, 98,300 and 98,300 options that  were granted to Messrs. Shattuck and Brooks and Ms. Smith, respectively, on  February 24, 2005 as part of annual long-term incentive awards.  Also includes 1,051,361, 361,897 and  271,684 replacement options that were granted to Messrs. Shattuck and Brooks  and Ms. Smith, respectively, on December 21, 2005.  These options replaced 1,467,387, 498,611  and 392,687 vested options that were exercised by such executive officers at  the request of the Compensation Committee for purposes of minimizing the  potential amount of excise taxes and tax gross-up payable by Constellation  Energy on behalf of the executive officer pursuant to Section 4999 of the  Internal Revenue Code.  The number of  replacement options is equal to the actual options exercised, less the number  of shares of common stock actually delivered to the executive officer net of  tax withholding.  Each executive officer  continues to hold all of the resulting value realized upon the exercise of  such officer’s vested options in shares of Constellation Energy common  stock.  The replacement options are  fully vested, have an exercise price equal to the fair market value of the  Constellation Energy common stock on the date of grant and retain the  expiration date of the options that were replaced. See the Option Tables  beginning on page 8. |
| (7)    | Represents the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 52,285 shares of service-based restricted stock that  were granted to Mr. Shattuck on February 26, 2003 that vested one  year after the grant date. The shares are valued at the fair market value on  the date of grant ($25.82 closing price per share for Constellation Energy  common stock on February 26, 2003). Dividends on these shares are paid  directly to Mr. Shattuck; and |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 50,441 stock units that were granted to Mr. Shattuck  on February 26, 2004, that are fully vested but are subject to transfer  restriction until February 26, 2009. The units are valued at fair market  value on the date of grant ($39.65 closing price per share for of  Constellation Energy common stock on February 26, 2004). Dividend  equivalents on these units are accumulated and used to purchase additional  units. |
| (8)    | Represents 24,529 shares of service-based restricted  stock that were granted to Mr. Brooks on February 24, 2005 that  vest ratably over three years beginning February 24, 2006. The shares  are valued at the fair market value on the date of grant ($51.10 closing  price per share for Constellation Energy common stock on February 24,  2005). Dividends on unvested shares are accumulated and used to purchase  additional shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (9)    | Represents 14,717 stock units that are fully vested  but are subject to transfer restriction until February 24, 2010. The  units are valued at fair market value on the date of grant ($51.10 closing  price per share for Constellation Energy common stock on February 24,  2005). Dividend equivalents on these units are accumulated and used to  purchase additional units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (10)   | Represents the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 24,206 shares of service-based restricted stock that  were granted to Mr. Brooks on February 26, 2003 that vested one  year after the grant date. The shares are valued at the fair market value on  the date of grant ($25.82 closing price per share for Constellation Energy  common stock on February 26, 2003). Dividends on these shares were paid  directly to Mr. Brooks; |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 5,420 shares of service- and performance-based  restricted stock that were granted at target to Mr. Brooks on May 2,  2003 under Constellation Energy’s Executive Long-Term Incentive Plan and that  were subject to payout based on Constellation Energy’s 2003 total shareholder  return (TSR) relative to the 2003 TSR of Constellation Energy’s peers. These  target shares are valued at fair market value on the date of grant ($28.77  closing price per share for Constellation Energy common stock on May 2,  2003). Shares paid out based on Constellation Energy’s 2003 relative TSR  performance vest ratably over three years beginning May 2, 2004.  Dividends on unvested shares are accumulated and used to purchase additional  shares; and |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2,768 shares of service-based restricted stock that  were granted to Mr. Brooks on February 26, 2004 based on  Constellation Energy’s 2003 relative TSR performance above target. These  shares are valued at fair market value on the date of grant ($39.65 closing  price per share for Constellation Energy common stock on February 26,  2004). Shares vest ratably over three years beginning May 2, 2004.  Dividends on unvested shares are accumulated and used to purchase additional  shares. |
| (11)   | Represents 9,812 shares of service-based restricted  stock that were granted to Ms. Smith on February 24, 2005 that vest  ratably over three years beginning February 24, 2006. The shares are  valued at the fair market value on the date of grant ($51.10 closing price  per share for Constellation Energy common stock on February 24, 2005).  Dividends on unvested shares are accumulated and used to purchase additional  shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (12)   | Represents 12,610 shares of service-based restricted  stock that were granted to Ms. Smith on February 26, 2004 that vest  ratably over three years beginning February 26, 2005. The shares are  valued at the fair market value on the date of grant ($39.65 closing price  per share for Constellation Energy common stock on February 26, 2004).  Dividends on unvested shares are accumulated and used to purchase additional  shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (13)   | Represents the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 13,555 shares of service-based restricted stock that  were granted to Ms. Smith on February 26, 2003 that vested one year  after the grant date. The shares are valued at the fair market value on the  date of grant ($25.82 closing price per share for Constellation Energy common  stock on February 26, 2003). Dividends on these shares are paid directly  to Ms. Smith; |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 13,020 shares of service- and performance-based  restricted stock that were granted at target to Ms. Smith on May 2,  2003 under Constellation Energy’s Executive Long-Term Incentive Plan and that  were subject to payout based on Constellation Energy’s 2003 TSR relative to  the 2003 TSR of Constellation’s peers. These target shares are valued at fair  market value on the date of grant ($28.77 closing price per share for  Constellation Energy common stock on May 2, 2003). Shares paid out based  on Constellation Energy’s 2003 relative TSR performance vest ratably over  three years beginning May 2, 2004. Dividends on unvested shares are  accumulated and used to purchase additional shares; and |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 12,739 shares of service-based restricted stock that  were granted to Ms. Smith on February 26, 2004 and 561 shares of  service-based restricted stock that were granted to Ms. Smith on March 25,  2004, based on Constellation Energy’s 2003 relative TSR performance above  target. These shares are valued at fair market value on the date of grant  (closing price per share for Constellation Energy common stock on February 26,  2004 of $39.65 and on March 25, 2004 of $39.70). Shares vest ratably  over three years beginning May 2, 2004. Dividends on unvested shares are  accumulated and used to purchase additional shares. |
| (14)   | Represents the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 38,069 shares of service-based restricted stock that  were granted to each of Messrs. Dawson and Persky on February 24,  2005 that vest ratably over three years beginning February 24, 2006. The  shares are valued at the fair market value on the date of grant ($51.10  closing price per share for Constellation Energy common stock on February 24,  2005). Dividends on unvested shares are accumulated and used to purchase  additional shares; and |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 65,138 shares of service-based restricted stock that  were granted to each of Messrs. Dawson and Persky on June 1, 2004  that vest ratably over three years beginning June 1, 2005. The shares  are valued at the fair market value on the date of grant ($38.38 closing  price per share for Constellation Energy common stock on June 1, 2004).  Dividends on unvested shares are accumulated and used to purchase additional  shares. |
| (15)   | Represents the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 3,470 shares of service- and performance-based  restricted stock that were granted at target to each of Messrs. Dawson  and Persky on May 2, 2003 under Constellation Energy’s Management  Long-Term Incentive Plan and that were subject to payout based on  Constellation Energy’s 2003 total shareholder return (TSR) relative to the  2003 TSR of Constellation Energy’s peers. These target shares are valued at  fair market value on the date of grant ($28.77 closing price per share for  Constellation Energy common stock on May 2, 2003). Shares paid out based  on Constellation Energy’s 2003 relative TSR performance vest ratably over  three years beginning May 2, 2004. Dividends on unvested shares are  accumulated and used to purchase additional shares; |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 1,772 shares of service-based restricted stock that were granted to  each of Messrs. Dawson and Persky on February 26, 2004 based on  Constellation Energy’s 2003 relative TSR performance above target. These  shares are valued at fair market value on the date of grant ($39.65 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |  |  |

 

7

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|   |   | closing price per share for Constellation Energy common stock on February 26,  2004). Shares vest ratably over three years beginning May 2, 2004.  Dividends on unvested shares are accumulated and used to purchase additional  shares; and                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (iii)  | 8,827 stock units that are fully vested but are subject to transfer  restriction until February 26, 2009. The units are valued at fair market  value on the date of grant ($39.65 closing price per share for Constellation  Energy common stock on February 26, 2004). Dividend equivalents on these  units are accumulated and used to purchase additional units. |

 

***Option Grant Table***

*** ***

The following table showsthe number of options to purchase Constellation Energy common stock that wasgranted by Constellation Energy during 2005 to each person named in the *2005 Summary Compensation Table*.

 

**STOCKOPTION GRANTS IN 2005Individual Grants**

 
| **Name**           | ** ** | **Number of  Securities  Underlying  Options  Granted (#)** | ** ** | **Percent of  Total Options  Granted to  Employees in  Fiscal Year** | ** ** | **Exercise  Price  ($/Sh)** | ** ** | **Expiration  Date** | ** ** | **Grant Date  Present  Value ($)(3)** | ** ** |
|--------------------|------------|-----------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|-----------------------------|------------|----------------------|------------|-------------------------------------------------|------------|
| M. A. Shattuck III |       | 334,210                                                               | (1)        | 8.7                                                                                           |       | 50.96                       |       | 2/24/15              |       | 2,550,022                                       |       |
|               |       | 75,874                                                                | (2)        | 2.0                                                                                           |       | 58.33                       |       | 2/26/14              |       | 374,059                                         |       |
|               |       | 975,487                                                               | (2)        | 25.4                                                                                          |       | 58.33                       |       | 2/5/12               |       | 4,809,151                                       |       |
| T. V. Brooks       |       | 98,300                                                                | (1)        | 2.6                                                                                           |       | 50.96                       |       | 2/24/15              |       | 750,029                                         |       |
|               |       | 102,330                                                               | (2)        | 2.7                                                                                           |       | 58.33                       |       | 11/12/11             |       | 504,487                                         |       |
|               |       | 45,918                                                                | (2)        | 1.2                                                                                           |       | 58.33                       |       | 5/2/13               |       | 226,376                                         |       |
|               |       | 185,198                                                               | (2)        | 4.8                                                                                           |       | 58.33                       |       | 5/24/12              |       | 913,026                                         |       |
|               |       | 28,451                                                                | (2)        | 0.7                                                                                           |       | 58.33                       |       | 2/26/14              |       | 140,263                                         |       |
| E. F. Smith        |       | 98,300                                                                | (1)        | 2.6                                                                                           |       | 50.96                       |       | 2/24/15              |       | 750,029                                         |       |
|               |       | 46,759                                                                | (2)        | 1.2                                                                                           |       | 58.33                       |       | 11/12/11             |       | 230,522                                         |       |
|               |       | 18,618                                                                | (2)        | 0.5                                                                                           |       | 58.33                       |       | 2/26/14              |       | 91,787                                          |       |
|               |       | 29,301                                                                | (2)        | 0.8                                                                                           |       | 58.33                       |       | 5/2/13               |       | 144,454                                         |       |
|               |       | 141,067                                                               | (2)        | 3.7                                                                                           |       | 58.33                       |       | 2/5/12               |       | 695,460                                         |       |
|               |       | 35,939                                                                | (2)        | 0.9                                                                                           |       | 58.33                       |       | 5/24/12              |       | 177,179                                         |       |
| F. J. Dawson       |       | —                                                                |       | —                                                                                        |       | —                      |       | —               |       | —                                          |       |
| G. E. Persky       |       | —                                                                |       | —                                                                                        |       | —                      |       | —               |       | —                                          |       |

 

----

| (1) | Represents an option grant made on February 24,  2005 pursuant to Constellation Energy’s Executive Long-Term Incentive Plan with  an exercise price equal to the fair market value of Constellation Energy  common stock on the date of grant ($50.96 average of high and low price per  share for Constellation Energy common stock on February 24, 2005). The  option grant vests and becomes exercisable in three equal annual installments  beginning on February 24, 2006; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Represents replacement options granted to Messrs. Shattuck  and Brooks and Ms. Smith on December 21, 2005 with an exercise  price equal to the fair market value of Constellation Energy common stock on  the date of grant ($58.33 average of high and low price per share) following  the exercise of all vested options held by such executive officers at the  request of the Compensation Committee. The replacement options are fully vested.  These options replaced 1,467,387, 498,611 and 392,687 vested options that  were exercised by Messrs. Shattuck and Brooks and Ms. Smith, respectively, at  the request of the Compensation Committee for purposes of minimizing the  potential amount of excise taxes and tax gross-up payable by Constellation  Energy on behalf of the executive officer pursuant to Section 4999 of the  Internal Revenue Code.  The number of  replacement options is equal to the actual options exercised, less the number  of shares of common stock actually delivered to the executive officer net of  tax withholding.  Each executive  officer continues to hold all of the resulting value realized upon the  exercise of such officer’s vested options in shares of Constellation Energy  common stock. |

 

8

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| (3) | Based on Black-Scholes option pricing model. The  following assumptions were used in calculating the Grant Date Present Values: |
|-----|---------------------------------------------------------------------------------------------------------------------------------|

 
| **Grant Date** | ** ** | **Dividend  Yield** | ** ** | **Risk-Free  Rate of  Return** | ** ** | **Adjustment  for Risk of  Forfeiture** | ** ** | **Expected  Volatility** | ** ** | **Option Term** | ** ** | **Expected  Life** | ** ** | **Black-  Scholes  Value** | ** ** |
|---------------------|------------|---------------------|------------|-------------------------------------|------------|---------------------------------------------------|------------|--------------------------|------------|-----------------|------------|--------------------|------------|----------------------------|------------|
| 2/24/05             |       | 3.00                | %          | 3.87                                | %          | 3.00                                              | %          | 17.52                    | %          | 10 yrs.         |       | 5 yrs.             |       | $                          | 7.63       |   |
| 12/21/05            |       | 3.00                | %          | 4.34                                | %          | 0                                                 | %          | 20.30                    | %          | 6-9 yrs.        |       | 1 yr.              | *          | $                          | 4.93       |   |

*** ***

----

*******      A one year expected life was usedfor the options granted on December 21, 2005 as such options will becancelled upon completion of Constellation Energy’s merger with FPL Group.

*** ***

***Aggregated OptionExercises and Year End Option Values***

*** ***

**AGGREGATED OPTION EXERCISES IN 2005AND OPTION VALUES AT DECEMBER 31, 2005**

 
| **Name**           | ** ** | **Shares  Acquired  on Exercise (#)(1)** | ** ** | **Value  Realized ($)(1)** | ** ** | **Number of Securities  Underlying Unexercised  Options at December 31, 2005  Exercisable/Unexercisable (#)** | ** ** | **Value of Unexercised  In-the-Money Options  at December 31, 2005  Exercisable/Unexercisable ($)(2)** | ** ** |
|--------------------|------------|----------------------------------------------------|------------|---------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **         | ** ** | ** **                                         | ** ** | ** **                      | ** ** | ** **                                                                                                                                       | ** ** | ** **                                                                                                                                | ** ** |
| M. A. Shattuck III |       | 1,467,387                                          |       | 43,527,637                      | (3)        | 1,051,361/518,983                                                                                                                                |       | 0/5,539,525                                                                                                                               |       |
|               |       |                                               |       |                            |       |                                                                                                                                             |       |                                                                                                                                      |       |
| T. V. Brooks       |       | 498,611                                            |       | 14,303,649                      | (4)        | 361,897/199,569                                                                                                                                  |       | 0/2,818,572                                                                                                                               |       |
|               |       |                                               |       |                            |       |                                                                                                                                             |       |                                                                                                                                      |       |
| E. F. Smith        |       | 445,147                                            |       | 13,143,954                      | (5)        | 271,684/165,606                                                                                                                                  |       | 0/2,090,643                                                                                                                               |       |
|               |       |                                               |       |                            |       |                                                                                                                                             |       |                                                                                                                                      |       |
| F. J. Dawson       |       | 40,000                                             |       | 1,056,229                       |       | 14,933/4,967                                                                                                                                     |       | 448,571/143,000                                                                                                                           |       |
|               |       |                                               |       |                            |       |                                                                                                                                             |       |                                                                                                                                      |       |
| G. E. Persky       |       | —                                             |       | —                          |       | 9,933/4,967                                                                                                                                      |       | 285,971/143,000                                                                                                                           |       |

 

----

(1)     On December 21,2005, at the request of the Compensation Committee, Messrs. Shattuck andBrooks and Ms. Smith exercised all vested options held by them, includingoptions to purchase 550,000 shares held by Mr. Shattuck for which theCompensation Committee accelerated vesting (the “Exercised Options”).

(2)     Based on $57.60, the closing price per share ofConstellation Energy common stock on December 31, 2005.

(3)     The value realized consists of the pre-tax value ofshares issued to Mr. Shattuck upon the exercise of the Exercised Options. Aftertax withholding, Mr. Shattuck holds all of the resulting value realized in416,026 shares of Constellation Energy common stock.

(4)     The value realized consists of the pre-tax value ofshares issued to Mr. Brooks upon the exercise of the Exercised Options. Aftertax withholding, Mr. Brooks holds all of the resulting value realized in136,714 shares of Constellation Energy common stock.

(5)     The value realized includes the pre-tax value ofshares issued to Ms. Smith upon the exercise of the Exercised Options. Aftertax withholding, Ms. Smith holds all of the resulting value realized in121,003 shares of Constellation Energy common stock.

 

***Long-TermIncentive Plan Awards Table***

*** ***

Target awards ofperformance units were made for the three-year performance period that began January 1,2005 pursuant to Constellation Energy’s Executive Long-Term Incentive Plan. Eachperformance unit is equivalent to one dollar ($1.00). The value of theperformance unit award payouts is dependent on Constellation Energy’s totalshareholder return for the three-year performance period relative to the totalshareholder return of either investment grade large- and mid-cap companies inthe Dow Jones Electricity and Multiutilities Indexes or companies in theS&P 500 Index. The primary performance criteria is Constellation Energy’s2005-2007 total shareholder return relative to investment grade large- andmid-cap companies in the combined Dow Jones Electricity and MultiutilitiesIndexes. If Constellation Energy’s total shareholder return is below a minimumthreshold during the performance period, then Constellation Energy’s totalshareholder return will be measured against the total shareholder return ofcompanies in the S&P 500 Index. After the end of the three-year performanceperiod, awards will be paid out 50% in cash and 50% in cash or equity at thediscretion of the Compensation Committee.

 

The following tablereports potential payouts of performance units awarded to the persons named inthe *2005 Summary Compensation Table*.The threshold, target and maximum awards are equal to 50%, 100% and 200%,respectively, of the performance unit target award, for the Dow JonesElectricity and Multiutilities Indexes measure and 50%, 75% and 150%,respectively, of the performance unit target award, for the S&P 500 Indexmeasure. Payouts are interpolated between award levels.

 

9

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| ** **        | ** ** | **Number**                         | ** ** | ** **                                 | ** ** | **Estimated Future Payouts under Non-Stock Price-Based Plans** | ** ** |
|-------------------|------------|------------------------------------|------------|--------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| ** **        | ** ** | **of Shares,  Units or** | ** ** | **Performance or  Other Period** | ** ** | **Dow Jones Electricity and  Multiutilities Indexes Measure**       | ** ** | **S&P 500 Index Measure** | ** ** |
| ** **        | ** ** | **Other**                          | ** ** | **Until Maturation or**          | ** ** | **Threshold**                                                                                | ** ** | **Target** | ** ** | **Maximum** | ** ** | **Threshold** | ** ** | **Target** | ** ** | **Maximum** | ** ** |
| **Name**          | ** ** | **Rights (#)**                | ** ** | **Payout**                                 | ** ** | **(#)**                                                                                      | ** ** | **(#)** | ** ** | **(#)** | ** ** | **(#)** | ** ** | **(#)** | ** ** | **(#)** | ** ** |
| ** **        | ** ** | ** **                         | ** ** | ** **                                 | ** ** | ** **                                                                                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| M.A. Shattuck III |       | 2,550,000                          |       | 1/1/05 to 12/31/07               |       | 1,275,000                                                                                    |       | 2,550,000 |   | 5,100,000 |   | 1,275,000 |   | 1,912,500 |   | 3,825,000 |   |
|              |       |                               |       |                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |
| T. V. Brooks      |       | 750,000                            |       | 1/1/05 to 12/31/07                         |       | 375,000                                                                                      |       | 750,000 |   | 1,500,000 |   | 375,000 |   | 562,500 |   | 1,125,000 |   |
|              |       |                               |       |                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |
| E. F. Smith       |       | 750,000                            |       | 1/1/05 to 12/31/07                         |       | 375,000                                                                                      |       | 750,000 |   | 1,500,000 |   | 375,000 |   | 562,500 |   | 1,125,000 |   |
|              |       |                               |       |                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |
| F. J. Dawson      |       | —                             |       | —                                     |       | —                                                                                       |       | — |   | — |   | — |   | — |   | — |   |
|              |       |                               |       |                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |
| G. E. Persky      |       | —                             |       | —                                     |       | —                                                                                       |       | — |   | — |   | — |   | — |   | — |   |

 

***Pension Benefits***

*** ***

Mr. Shattuck and Ms. Smithparticipate in the Senior Executive Supplemental Plan. Under the plan, atretirement a participant must be at least age 55 with 10 or more years ofvesting service or at least age 62 with five or more years of vesting serviceto be entitled to any benefits. Benefits paid before age 62 are reduced forearly receipt. Mr. Shattuck’s normal retirement annuity benefit under theplan, which is available at age 62 with five or more years of vesting service,will be computed at 60% of covered earnings. At December 31, 2005, basedon his current age of 51 and four years and two months of vesting service, Mr. Shattuckwas not eligible for benefits under the plan as he did not meet the age andservice requirements.

 

Normal retirement annuitybenefits available under the plan at age 62 for Ms. Smith accrue at 5.5%per year of benefit service, up to a maximum annuity benefit of 55% of coveredearnings. At December 31, 2005, based on her current age of 46 and fouryears and seven months of vesting service, Ms. Smith was not eligible toreceive benefits under the plan as she did not meet the age and servicerequirements. As of that date, she has accrued benefits equal to 25.2% ofcovered earnings, which would be available at age 62 if she meets the servicerequirement.

 

Covered earnings areequal to the average of the highest two of the last five years’ base payamounts plus the average of the highest two of the last five years’ annualincentive award amounts. Benefits payable under the plan are paid in periodicinstallments unless a participant elects a lump sum. Plan participants areentitled to a 50% survivor annuity benefit at no cost. The benefits computedunder the Senior Executive Supplemental Plan are offset by benefits under thequalified employee pension plan applicable to most employees but will not be offsetfor Social Security.

 

Vesting of accruedbenefits under the Senior Executive Supplemental Plan accelerate when any ofthese events occur: employment termination, demotion or loss of benefiteligibility without cause; a change of control of Constellation Energy followedwithin two years by the executive’s demotion, employment termination or loss ofbenefit eligibility; or reduction of previously accrued benefits. As a resultof such accelerated vesting, the executive would be entitled to a lump sumpayout of the vested amount from the applicable pension plan after employmenttermination.

 

Mr. Brooks’, Mr. Dawson’sand Mr. Persky’s normal retirement lump sum benefits, which are availableat age 65 under the Benefits Restoration Plan, accrue in accordance with thebenefit formula of the qualified employee pension plan but without regard toInternal Revenue Service limitations. Under the plan, a lump sum benefit iscomputed based on covered earnings multiplied by a total credit percentage. Coveredearnings are equal to the average of the highest three of the last five years’base pay plus annual incentive. The total credit percentage is equal to the sumof the credit percentages based on the following formula – 5% per year ofservice through age 39, 10% per year of service from age 40 to age 49, and 15%per year of service after age 49. Mr. Brooks’, Mr. Dawson’s and Mr. Persky’slump sum benefits under the plan at normal retirement age 65 will total 341%,362% and 371%, respectively, of final average salary and bonus, and will beoffset by

 

10

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the benefits under thequalified employee pension plan applicable to most employees, but will not beoffset by Social Security. No benefits are available under the plan until aparticipant has at least five years of service. At December 31, 2005, Mr. Brookswas age 43 and had four years and nine months of service, Mr. Dawson wasage 38 and had four years and nine months of service and Mr. Perskywas age 35 and had four years and nine months of service. Benefits payableunder the plan are paid in periodic installments unless a participant elects alump sum.

 

If Mr. Shattuck or Ms. Smithterminate employment after five years of service but prior to meeting theeligibility requirements for benefits under the Senior Executive SupplementalPlan, (i.e., before reaching age 55 with 10 or more years of vesting service orage 62 with five or more years of vesting service), they would be eligible toreceive benefits under the Benefits Restoration Plan calculated in the samemanner as described above with respect to Messrs. Brooks, Dawson andPersky. At December 31, 2005, Mr. Shattuck was age 51 and had fouryears and two months of service and Ms. Smith was age 46 and had fouryears and seven months of service.

 

Under the SupplementalBenefits Plan, each executive is also entitled to personal financial, tax andestate planning benefits that continue during the year of retirement plus thenext two calendar years. If a retired executive continues to serve as a memberof the Constellation Energy board of directors, the personal financial, tax andestate planning benefit period extends until Constellation Energy board ofdirectors membership ceases.

 

Covered earnings used tocompute pension benefits for the individuals named in the *2005 Summary Compensation Table* as of December 31,2005 were as follows: 

 
| M. A. Shattuck III |   | $         | 4,486,000 |   |
|--------------------|--------|-----------|-----------|--------|
| T. V. Brooks       |   | 3,133,300 |      |
| E. F. Smith        |   | 1,986,500 |      |
| F. J. Dawson       |   | 400,000   |      |
| G. E. Persky       |   | 375,000   |      |

 

Constellation Energysponsors the Nonqualified Deferred Compensation Plan that provides theopportunity for eligible employees including the individuals named in the *2005 Summary Compensation Table* to defercertain compensation including base salary and annual incentives. Under theplan, Constellation Energy matches base salary deferral amounts for salary overthe Internal Revenue Service compensation limit (applicable to qualifiedemployee 401(k) plans) using the same matching formula as under theConstellation Energy qualified employee 401(k) plan (match of 50% up to thefirst 6% of employee salary deferral). Nonqualified Deferred Compensation Planparticipants may elect to invest their plan account balances in investmentoptions that substantially mirror the qualified employee 401(k) plan options. Planparticipants do not pay taxes on amounts deferred, company contributions, orearnings thereon, until amounts are distributed from the Nonqualified DeferredCompensation Plan. An executive’s benefits under the Nonqualified DeferredCompensation Plan always are fully vested and are payable after employmenttermination.

 

Constellation Energypreviously funded a rabbi trust to secure benefits accrued through December 31,2002 under the Senior Executive Supplemental Plan. Constellation Energy’s lastcontribution to the trust was made during 2003. Constellation Energy currentlyfunds a rabbi trust for the Nonqualified Deferred Compensation Plan. Contributionsto the trust include the amount of participant deferred compensation andemployer matching contributions. These rabbi trusts do not increase the amountof supplemental pension benefits or deferred compensation. Following completionof the merger with FPL Group, the rabbi trusts cannot be amended for two years,the trustees may not be removed for two years and a reversion of excesstrust assets cannot be taken for two years. 

 

A copy of the followingConstellation Energy plans may be found in Constellation Energy’s reportsas follows: Senior Executive Supplemental Plan – Exhibit 10(e) to theQuarterly Report on Form 10-Q for the quarter ended March 31, 2004;Benefits Restoration Plan – Exhibit 10(m) to the Annual Report on Form 10-Kfor the year ended December 31, 2001; Supplemental Benefits Plan – Exhibit 10(p)to the Annual Report on Form 10-K for the year ended December 31,2001; and Nonqualified Deferred Compensation Plan – Exhibit 10(c) tothe Annual Report on Form 10-K for the year ended December 31, 2002.

 

***Mergerwith FPL Group***

 

The completion of themerger with FPL Group will constitute a change in control under ConstellationEnergy’s equity and supplemental pension plans, which may acceleratebenefits payable to certain of the named executive officers.

 

11

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***Severance,Employment and Other Agreements***

*** ***

Eachof Messrs. Shattuck and Brooks and Ms. Smith is a party to a changein control severance agreement with Constellation Energy. In November 2005,the Compensation Committee of the Constellation Energy board of directorsapproved amendments to these agreements, which are reflected in amended andrestated agreements that were executed in December 2005 and January 2006(Change in Control Agreements). The completion of the merger with FPL Groupwill constitute a change in control under the Change in Control Agreements.

 

Ifthe executive’s employment terminates at any time during the two-year periodfollowing completion of a change in control and it is a “qualifying termination”(which is termination by Constellation Energy without cause or resignation withgood reason), each executive other than Mr. Brooks would become entitledto receive the following additional payments and benefits:

 

•      a lump-sum cash severance payment equal to threetimes the sum of (i) the executive’s then-current annual base salary orthe executive’s annual base salary at the time of the change in control,whichever is higher, plus (ii) the executive’s average annual incentive bonus(calculated as the average of the executive’s two highest annual incentive bonusamounts in the past four years, measured from the date of the change in controlor the date of termination of employment, whichever is higher);

 

•      a lump-sum cash payment in respect ofenhanced supplemental retirement benefits under Constellation Energy’s SeniorExecutive Supplemental Plan, calculated as of the date of termination or changein control, whichever is greater, by (a) waiving any age and serviceeligibility requirements, (b) using a deemed average annual incentive bonusamount in lieu of any other annual incentive bonus amount, (c) addingthree years of executive level service to the executive’s actual service, and (d) forthe purposes of computing the present value of the benefit that otherwise wouldbe paid to the executive at age 62, adding three years to the executive’s age;and

 

•      health and life insurance benefits forspecified periods.

 

Ifthe executive is subject to the excise tax under Section 4999 of theInternal Revenue Code, and is required to make a payment due to the applicationof this section, the executive will receive a gross up payment such that he orshe is placed in the same after-tax position as if no excise tax had beenimposed. In addition, Constellation Energy has the right to delay payments tocomply with Section 409A of the Internal Revenue Code and the obligationto notify the executive if a payment would be subject to Section 409A, aswell as to negotiate reasonably and in good faith to amend the terms of thearrangements between the executive and Constellation Energy to comply with Section 409Aof the Internal Revenue Code. Constellation Energy has also agreed not to takeactions (without the executive’s written consent) that would expose anybenefits or payments to the executive to Section 409A of the InternalRevenue Code and to hold the executive harmless for any action ConstellationEnergy may take in violation of these obligations.

 

IfMr. Brooks’ employment terminates at any time during the two-year period followingcompletion of a change in control and it is a “qualifying termination,” Mr. Brookswould become entitled to a lump-sum cash severance payment equal to the lesserof $5,000,000 and two times the sum of (i) his then-current annual basesalary or his annual base salary at the time of completion of the merger,whichever is higher, plus (ii) his average annual incentive bonus(calculated as the average of the two highest annual incentive bonus amounts inthe past five years, measured from the date of the change in control or thedate of termination of employment, whichever is higher). In addition, the termsof the Change in Control Agreement with respect to any gross up paymentpursuant to Section 4999 and to Section 409A of the Internal RevenueCode will apply as described above.

 

Underthe terms of their Change in Control Agreements, the executives will receive agrant of “replacement” options to purchase a number of shares of Constellation Energycommon stock equal to the number of shares subject to options that theexecutive holds and that are cancelled and cashed out upon completion of achange in control. The replacement options will be subject to the same termsand expiration dates as options that were cancelled, except that (a) theexercise price of the replacement options will be the higher of the exerciseprice of the cancelled options or the fair market value of the ConstellationEnergy common stock at the time the replacement options are granted and (b) thereplacement options will have the same vesting terms that the cancelled optionshad prior to any vesting acceleration as a result of the change in control. Thereplacement options will automatically vest if, within two years following completionof a change in control, Constellation Energy terminates the executive’s employmentwithout cause or the executive resigns for good reason.

 

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In December 2005, Constellation Energy andMr. Shattuck entered into a letter agreement relating to his employment by ConstellationEnergy following the completion of the merger with FPL Group (the “LetterAgreement”). The Letter Agreement has a three-year term and will be void if themerger is not completed. Under the terms of the Letter Agreement, Mr. Shattuckwill remain as Chairman of the Board, have continuing executive managementresponsibilities and be nominated for re-election to the Board of Directors.Mr. Shattuck’s aggregate base salary and bonus will be $5,000,000 in 2007, and$2,500,000 in each of 2008 and 2009; provided that his aggregate base salaryand bonus in any year will be no less than that of Constellation Energy’s ChiefExecutive Officer. Mr. Shattuck has waived his right to receive the lump-sumcash severance payment provided for in his Change in Control Agreement.  He will receive specified incentiveopportunities and, as long as he continues as a director, specifiedperquisites.  He will also receive at thecompletion of the merger common stock restricted stock units with a fair marketvalue calculated pursuant to the Letter Agreement, which, assuming the mergercloses by December 31, 2006, will be approximately $13.5 million.  Mr. Shattuck will forfeit all of therestricted stock units if he voluntarily resigns without good reason or isterminated for cause within the first year following completion of themerger.  The restricted stock units willvest after a year (if he remains employed with Constellation Energy for thatyear), and they will vest earlier upon his death or disability or if his employmentis terminated by Constellation Energy without cause or by him for goodreason.  Mr. Shattuck will be entitled toreceive payments and benefits under the Senior Executive Supplemental Plan uponany termination of his employment following the completion of the merger. Thelevel of payments and benefits he receives under the plan will not be reducedby future changes in his compensation, and any actuarial reduction in hisbenefits will be based on his age at the time of termination of employment plusthree years. In addition, any options granted after the completion of themerger will vest if Mr. Shattuck’s employment is terminated after the merger iscompleted under conditions specified in the Letter Agreement.  A copy of the Letter Agreement has been filedas Exhibit 10.1 to Constellation Energy’s Current Report on Form 8-K filedDecember 19, 2005.

 

Mr. Shattuck has advised Constellation Energyin writing that he intends to direct Constellation Energy to remit all of theafter-tax cash payments he would receive upon the closing of the merger withFPL Group to a charitable foundation or other charitable organizations.

 

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In July 2004, Ms. Smithentered into an employment agreement with Constellation Energy for an initialterm of three years. Each July 1, beginning July 1, 2005, theagreement is extended automatically for an additional one year unless one partyprovides written notice to the other not to so extend. The term of theemployment agreement has been extended until July 1, 2009. Under the termsof the agreement, Ms. Smith serves as Executive Vice President, ChiefFinancial Officer and Chief Administrative Officer of Constellation Energy at aminimum annual base salary of $500,000. During the term of the agreement, Ms. Smith’sannual incentive opportunity target will be 100% of annual base salary, with aminimum annual opportunity of 0% of annual base salary and a maximum annualopportunity of 300% of annual base salary, based on Constellation Energy andindividual performance. The agreement also provides for an annual grant of along-term incentive opportunity with a value at grant of $1,000,000 and anannual grant of service-based restricted stock with a value of $500,000 withthree-year ratable vesting. In the event of termination of Ms. Smith’semployment by Constellation Energy without cause or Ms. Smith’sresignation from employment with Constellation Energy for good reason, Ms. Smithwill receive (a) the portion of her annual base salary that has beenearned but not yet paid, (b) a pro-rated annual incentive award paid attarget, (c) a lump sum cash payment of $4,500,000, (d) acceleratedvesting of non-performance-based equity awards, (e) payment of anyperformance-based equity award earned by Ms. Smith under a long-termincentive plan based on Constellation Energy’s performance when such awards arepayable to other participants, (f) health and dental benefits underConstellation Energy’s employee plans or substantially equivalent benefits forthe remainder of the then current term of the employment agreement or, iflater, two years from the date of termination and (g) 60 days ofoutplacement services at a cost not to exceed $50,000. Ms. Smith isrequired to release Constellation Energy and its subsidiaries from legal claimsas a condition to receiving the benefits.

 

Ms. Smith’semployment agreement supersedes any prior agreements between her andConstellation Energy except her Change in Control Agreement. In the event Ms. Smithis entitled to payments under both the employment agreement and the Change inControl Agreement, she will receive payments and benefits under the agreementmost beneficial to her.

 

### ***Directors’Compensation***

### ** **

Constellation Energy doesnot pay directors who are also employees of Constellation Energy or itssubsidiaries for their service as directors. In 2005, non-employee directorsreceived the following compensation:

 

•      $50,000annual retainer, a $10,000 annual retainer for the audit committee chairman anda $5,000 annual retainer for each other committee chairman,

 

•      commonstock award with a value of approximately $50,000, which stock is subject topro rata forfeiture if Constellation Energy board of directors service ceasesduring the year,

 

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•      $1,250fee for each regular or special Constellation Energy board of directors orConstellation Energy board of directors committee meeting attended, and

 

•      reasonabletravel expenses to attend meetings.

 

Directors had theopportunity to elect to defer some or all of their retainers in deferred stockunits or in a cash account, and to defer some or all of their fees in a cashaccount. Directors may also defer their common stock award in deferredstock units. Deferred stock units are bookkeeping entries that track theperformance of Constellation Energy common stock and are not actual shares ofstock. The bookkeeping entries reflect Constellation Energy common stock pricechanges, dividends, stock splits and other capital changes. At the end of theirConstellation Energy board of directors service, directors receive cash basedon the value of their deferred stock units.

 

Under ConstellationEnergy’s matching gifts program, Constellation Energy will match up to $10,000per year in contributions that each director makes to tax-exempt organizations.

 

**Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Shareholder Matters**

 

***Stock Ownership ofFive Percent Beneficial Owners***

*** ***

As of March 31,2006, to the knowledge of the Constellation Energy board of directors, the onlyperson beneficially owning more than 5% of Constellation Energy votingsecurities was:

 
| **Name and address  of beneficial owner**   | ** ** | **Title of class** | ** ** | **Amount of beneficial  ownership** | ** ** | **Percent of class** | ** ** |
|-----------------------------------------------------------------|------------|------------------------------|------------|-----------------------------------------------|------------|--------------------------------|------------|
| Barclays Bank PLC(1)54 Lombard Street  London, England EC3P 3AH |       | Common Stock            |       | 13,610,383                                    |       | 7.6                            | %          |

 

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(1)   According to Schedules 13G dated January 31,2006 and February 9, 2006, Barclays Bank PLC has disclosed that as of December 31,2005, it, together with certain affiliated entities, directly or indirectly,had sole power to direct the vote of 12,218,738 shares and the sole power todirect the disposition of 13,610,383 shares.

 

***Stock Ownership ofDirectors and Executive Officers***

*** ***

The following table showsas of March 31, 2006, the beneficial ownership of Constellation Energycommon stock of each Constellation Energy director, the named executiveofficers of Constellation Energy shown in the 2005 *Summary Compensation Table*,and all Constellation Energy directors and executive officers as a group. Ifthe individual participates in Constellation Energy’s long-term incentiveplans, Shareholder Investment Plan or Employee Savings Plan, those shares areincluded. Each of the individuals listed in the table beneficially owned lessthan 1% of the outstanding shares of Constellation Energy common stock. Alldirectors and executive officers as a group beneficially owned approximately2.5% of the outstanding shares of Constellation Energy common stock. None ofthem beneficially owned shares of any other class of our or any of oursubsidiaries’ equity securities. The address of each executive officer anddirector of Constellation is c/o Constellation Energy Group, Inc., 750East Pratt Street, Baltimore, Maryland 21202.

 

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| **Name**                                                          | ** ** | **Beneficial Ownership (Shares  of Common Stock)(1)** | ** ** | **Deferred  Stock Units(2)** | ** ** |
|-------------------------------------------------------------------|------------|---------------------------------------------------------------------------|------------|-----------------------------------|------------|
| Douglas L. Becker                                                 |       | 3,350                                                                     |       | 7,704                             |       |
| James T. Brady                                                    |       | 3,587                                                                     |       | 3,725                             |       |
| Frank P. Bramble, Sr.                                        |       | 3,180                                                                     |       | 4,114                             |       |
| Thomas V. Brooks                                                  |       | 658,714                                                                   | (3)        | 28,340                            |       |
| Edward A. Crooke                                                  |       | 85,045                                                                    |       | -0-                               |       |
| James R. Curtiss                                                  |       | 3,589                                                                     |       | 10,832                            |       |
| Felix J. Dawson                                                   |       | 119,227                                                                   | (3)        | 9,293                             |       |
| Yves C. de Balmann                                                |       | 2,051                                                                     |       | 5,428                             |       |
| Freeman A. Hrabowski, III                                    |       | 3,662                                                                     |       | 9,231                             |       |
| Nancy Lampton                                                     |       | 12,271                                                                    | (4)        | 6,011                             |       |
| Robert J. Lawless                                                 |       | 3,266                                                                     |       | 6,461                             |       |
| Lynn M. Martin                                                    |       | 2,010                                                                     |       | 1,177                             |       |
| George E. Persky                                                  |       | 112,748                                                                   | (3)        | 9,293                             |       |
| Mayo A. Shattuck III                                              |       | 1,786,985                                                                 | (3)(5)     | 53,108                            |       |
| E. Follin Smith                                                   |       | 516,737                                                                   | (3)        | -0-                               |       |
| Michael D. Sullivan                                               |       | 9,742                                                                     |       | 4,271                             |       |
| All Directors and Executive Officers as a group  (24 individuals) |       | 4,611,515                                                                 | (3)        |                              |       |

 

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| (1) |   | Amounts included in the “Deferred Stock Units”  column are not included in this column.                                                                                                                                                                                                                                                                                                                                                                                |
|-----|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | For non-employee directors, deferred stock units  represent the deferral of retainers and restricted stock awards in deferred  stock units, as further described in *Directors’  Compensation*. For executive officers, deferred stock units  represent fully vested restricted stock units that provide for the issuance  of shares of common stock to the executive officer five years after the grant  date and are subject to restrictions on transfer until that time. |
| (3) |   | Includes the following shares that may be  acquired upon exercise of stock options that are exercisable on or within 60  days after March 31, 2006: Mr. Brooks, 461,290 shares; Mr. Dawson,  19,900 shares; Mr. Persky, 14,900 shares; Mr. Shattuck, 1,255,151  shares; Ms. Smith, 348,660 shares; and all directors and executive  officers as a group, 3,045,453 shares.                                                                    |
| (4) |   | Includes 5,000 shares held by Hardscuffle, Inc.  Ms. Lampton disclaims beneficial ownership of such securities.                                                                                                                                                                                                                                                                                                                                                        |
| (5) |   | Includes 10,000 shares held by a family foundation  of which Mr. Shattuck serves as trustee.                                                                                                                                                                                                                                                                                                                                                                                |

 

***Equity Compensation Plan Information***

Thefollowing table reflects our equity compensation plan information as of December 31,2005:

 
| **Plan Category**                                           | ** ** | **(a)  Number of securities  to be issued upon  exercise of  outstanding options,  warrants, and rights** | ** ** | **(b)  Weighted-average  exercise price of  outstanding options,  warrants, and rights** | ** ** | **(c)  Number of securities remaining  available for future issuance  under equity compensation  plans (excluding securities reflected in item (a)** | ** ** |
|-------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(In  thousands)**                                                                                                 | ** ** | ** **                                                                                         | ** ** | **(In  thousands)**                                                                                                                                            | ** ** |
| Equity compensation plans approved by  security holders     |       | 5,100                                                                                                               |       | $                                                                                                  | 47.66      |                                                                                                                                                           | 2,688      |   |
| Equity compensation plans not approved by  security holders |       | 2,072                                                                                                               |       | $                                                                                                  | 39.29      |                                                                                                                                                           | 1,007      |   |
| Total                                                       |       | 7,172                                                                                                               |       | $                                                                                                  | 45.24      |                                                                                                                                                           | 3,695      |   |

 

Theplans that do not require shareholder approval are the Constellation EnergyGroup, Inc. 2002 Senior Management Long-Term Incentive Plan (Designated asExhibit No. 10(v)) and the Constellation Energy Group, Inc.Management Long-Term Incentive Plan (Designated as Exhibit No. 10(w)).A brief description of the material features of each of these plans is setforth below.

 

***2002 Senior Management Long-Term IncentivePlan***

The2002 Senior Management Long-Term Incentive Plan was effective May 24,2002. Grants under the plan may be made to employees who are officers ofConstellation Energy or hold senior management level or key employee positionswith Constellation Energy or its subsidiaries. Under the plan, the Board ofConstellation Energy has authorized the issuance of up to 4,000,000 shares ofConstellation Energy common stock in connection with the grant of stockoptions, performance and

 

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service-basedrestricted stock and restricted stock units, performance units, stockappreciation rights, dividend equivalents and other equity awards. Any sharescovered by an award that is forfeited or canceled, expires or is settled incash, including the settlement of tax withholding obligations using shares,will become available for issuance under the plan. Shares delivered under theplan may be authorized and unissued shares, shares held in treasury orshares purchased on the open market in accordance with the applicablesecurities laws. Restricted stock, restricted stock unit, and performance unitaward payouts will be accelerated and stock options and stock appreciationrights gains will be paid in cash in the event of a change in control, asdefined in the plan. The plan is administered by Constellation Energy’s ChiefExecutive Officer.

 

***Management Long-Term Incentive Plan***

TheManagement Long-Term Incentive Plan was effective February 1, 1998. Grantsunder the plan may be made to employees of Constellation Energy who hold amanagement level position and other employees of Constellation Energy and itssubsidiaries as may be designated by Constellation Energy’s ChiefExecutive Officer. Under the plan, the Board of Constellation Energy hasauthorized the issuance of up to 3,000,000 shares of Constellation Energycommon stock in connection with the grant of stock options, performance andservice-based restricted stock and restricted stock units, performance units,stock appreciation rights and dividend equivalents. The number of sharesavailable for issuance under the plan includes shares subject to awards thathave lapsed or terminated. Shares delivered under the plan may beauthorized and unissued shares, shares held in treasury or shares purchased onthe open market in accordance with applicable securities laws. Restrictedstock, restricted stock unit, and performance unit award payouts will beaccelerated and stock options and stock appreciation rights will become fullyexercisable in the event of a change in control, as defined by the plan. Theplan is administered by Constellation Energy’s Chief Executive Officer.

 

**Item 13. Certain Relationships and Related Transactions**

 

James R. Curtiss, adirector of Constellation Energy, is a partner in the law firm of Winston &Strawn. A subsidiary of Constellation Energy paid fees to this firm for legalservices rendered in 2005, and expects to pay fees for legal services in 2006.

 

**Item 14. Principal Accountant Fees and Services**

 

Belowis a breakdown of fees paid to PricewaterhouseCoopers LLP (PwC) in 2004 and2005:

 
| ** ** | ** ** | **Audit Fees** | ** ** | **Audit-Related Fees** | ** ** | **Tax Fees** | ** ** | **All Other Fees** | ** ** |
|------------|------------|---------------------|------------|-----------------------------|------------|-------------------|------------|------------------------------|------------|
| 2004       |       | $                   | 7,752,473  |                        | $          | 1,081,097         |       | $                            | 72,977     |   | $ | 0 |   |
| 2005       |       | $                   | 6,606,982  |                        | $          | 567,707           |       | $                            | 74,250     |   | $ | 0 |   |

 

The“Audit Fees” category includes approximately $3.9 million and $2.7 million for2004 and 2005, respectively, of fees paid to PwC in connection with itsperformance of Sarbanes-Oxley Section 404 attestation procedures. The “Audit-RelatedFees” category for 2004 includes approximately $0.8 million of advisoryservices with respect to preparing for Sarbanes-Oxley Act Section 404attestation. The “Audit-Related Fees” category for 2004 and 2005 also includesfees paid in connection with other services related to our annual audit andinterim reviews including statutory audits and, for 2005, services related tothe merger with FPL Group. The “Tax Fees” category consists, for 2004 and 2005,of fees paid in connection with executive tax services.

 

***Policy for Approval of Audit and Permitted Non-Audit Services***

TheAudit Committee is responsible for the appointment, compensation, and oversightof the work of Constellation Energy’s independent registered public accountingfirm. As part of this responsibility, the Audit Committee has adopted anAudit and Non-Audit Pre-Approval Policy, which sets forth the procedures andthe conditions pursuant to which services proposed to be performed by theindependent registered public accounting firm must be approved. All services tobe provided by the independent registered public accounting firm as well as therelated fees must be pre-approved by the Audit Committee and all such servicesand fees were pre-approved in 2004 and 2005. The Chairman of the AuditCommittee has been delegated the authority to specifically pre-approve services,which pre-approval is subsequently reviewed with the Committee. In no event may pre-approvalauthority be delegated to Constellation Energy management. In the course ofcarrying out its responsibilities, the Audit Committee considers whether servicesproposed to be performed by the independent registered public accounting firmare consistent with the rules promulgated by the Securities and ExchangeCommission on auditor independence. The Audit Committee also considers theindependent registered public accounting firm’s familiarity with Constellation’sbusiness, people, culture, accounting systems, risk profile and other factors,and whether the service might enhance Constellation Energy’s ability to manageor control risk or improve audit quality.

 

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**PART IV**

**Item 15. Exhibits and Financial Statement Schedules**

 

(a)The following documents are filed as a part of this Report:

 
| **Exhibit  Number** |   |                                                                                                                                                                                                                                                                |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10(ee)              |   | Waiver and Release dated April 28, 2006 by Mayo A.  Shattuck III.                                                                                                                                                                                                   |
| 31(e)               |   | Certification of Chairman, President and Chief  Executive Officer of Constellation Energy Group, Inc. pursuant to Section 302  of the Sarbanes-Oxley Act of 2002.                                                                                         |
| 31(f)               |   | Certification of Executive Vice President, Chief  Financial Officer and Chief Administrative Officer of Constellation Energy  Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.                                                     |
| 32(e)               |   | Certification of Chairman, President and Chief  Executive Officer of Constellation Energy Group, Inc. pursuant to 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                    |
| 32(f)               |   | Certification of Executive Vice President, Chief  Financial Officer and Chief Administrative Officer of Constellation Energy  Group, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|               |   | CONSTELLATION ENERGY GROUP, INC.

(REGISTRANT)                                   |            |
|--------------------|--------|---------------------------------------------------------------------------------------|-----------------|
|               |   |                                                                                  |            |   |
| Date:  May 1, 2006 | By     | /s/                                                                                   | E. Follin Smith |   |
|               |   | Executive Vice  President, Chief Financial Officer and

Chief  Administrative Officer |

 

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**EXHIBIT INDEX**

 
| **Exhibit  Number** |   |                                                                                                                                                                                                                                                                |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10(ee)              |   | Waiver and Release dated April 28, 2006 by Mayo A.  Shattuck III.                                                                                                                                                                                                   |
| 31(e)               |   | Certification of Chairman, President and Chief  Executive Officer of Constellation Energy Group, Inc. pursuant to Section 302  of the Sarbanes-Oxley Act of 2002.                                                                                         |
| 31(f)               |   | Certification of Executive Vice President, Chief  Financial Officer and Chief Administrative Officer of Constellation Energy  Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.                                                     |
| 32(e)               |   | Certification of Chairman, President and Chief  Executive Officer of Constellation Energy Group, Inc. pursuant to 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                    |
| 32(f)               |   | Certification of Executive Vice President, Chief  Financial Officer and Chief Administrative Officer of Constellation Energy  Group, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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