QuickLinks
 -- Click here to rapidly navigate through this document









































 
 

  Exhibit 4(a)    
    


EXECUTION
COPY 











 

CONSTELLATION ENERGY GROUP, INC.  


 AND  


 DEUTSCHE BANK TRUST COMPANY AMERICAS,  


 AS TRUSTEE  


 INDENTURE  


 DATED AS OF JUNE 19, 2008  










 







 




































 TABLE OF CONTENTS  










 


			
	 
	 	PAGE
	
  ARTICLE 1

DEFINITIONS

	 Section 1.01. Definitions
	 	

1
	 Section 1.02. Rules of Construction
	 	5
	


   ARTICLE 2

THE SECURITIES

	 Section 2.01. Forms of Securities
	 	

6
	 Section 2.02. Authentication Agent and Form of Certificate of Authentication
	 	6
	 Section 2.03. Global Securities
	 	7
	


   ARTICLE 3

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

	 Section 3.01. Title, Amount and Terms of Securities
	 	

7
	 Section 3.02. Denominations, Dates, Interest Payment and Record Dates, and Place of Payment
	 	8
	 Section 3.03. Execution of Securities
	 	8
	 Section 3.04. Exchange and Registration of Transfer of Securities
	 	9
	 Section 3.05. Mutilated, Destroyed, Lost or Stolen Securities
	 	10
	 Section 3.06. Temporary Securities
	 	10
	 Section 3.07. Cancellation of Securities Paid, etc
	 	11
	 Section 3.08. Cusip Numbers
	 	11
	 Section 3.09. Transfers And Exchange Of Global Securities
	 	11
	 Section 3.10. Cancellation And/or Adjustment Of Global Securities
	 	17
	 Section 3.11. Legends
	 	18
	
  ARTICLE 4

REDEMPTION

	 Section 4.01. Applicability of this Article
	 	

19
	 Section 4.02. Election to Redeem: Notices to Trustee
	 	19
	 Section 4.03. Selection of Securities to be Redeemed
	 	20
	 Section 4.04. Notice of Redemption
	 	20
	 Section 4.05. Deposit of Redemption Price
	 	21
	 Section 4.06. Payment of Securities Called for Redemption
	 	21
	 Section 4.07. Delegation of Duties by Trustee
	 	21
	


   ARTICLE 5

COVENANTS

	 Section 5.01. Payment of Principal and Interest
	 	

21
	 Section 5.02. Maintenance of Office or Agency
	 	21
	 Section 5.03. To Fill a Vacancy in the Office of Trustee
	 	22
	 Section 5.04. Appointment of Paying Agents; Money for Security Payments to be Set Aside in Trust; Transfer or Moneys Held by Paying
Agents
	 	22
	 Section 5.05. Maintenance of Corporate Existence, Rights and Franchises
	 	23
	 Section 5.06. Certificate as to No Default
	 	23
	 Section 5.07. Calculation of Original Issue Discount
	 	23





i







 


			
	 
	 	PAGE
	
  ARTICLE 6

SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE

	 Section 6.01. Securityholder Lists
	 	

23
	 Section 6.02. Intentionally Omitted.
	 	23
	 Section 6.03. Reports by the Corporation
	 	23
	 Section 6.04. Reports by the Trustee
	 	24
	


   ARTICLE 7

DEFAULTS AND REMEDIES

	 Section 7.01. Events Of Default
	 	

24
	 Section 7.02. Payment of Securities on Default; Suit Therefor
	 	26
	 Section 7.03. Application of Moneys Collected by Trustee
	 	27
	 Section 7.04. Proceedings by Securityholders
	 	27
	 Section 7.05. Proceedings by Trustee
	 	28
	 Section 7.06. Remedies Cumulative and Continuing
	 	28
	 Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Securityholders
	 	28
	 Section 7.08. Notice of Defaults
	 	29
	 Section 7.09. Undertaking to Pay Costs
	 	29
	


   ARTICLE 8

TRUSTEE

	 Section 8.01. Duties of Trustee
	 	

29
	 Section 8.02. Reliance on Documents, Opinions, etc
	 	30
	 Section 8.03. No Responsibility for Recitals, etc
	 	31
	 Section 8.04. Trustee, Paying Agent, Conversion Agent or Registrar May Own Securities
	 	31
	 Section 8.05. Moneys to be Held in Trust
	 	31
	 Section 8.06. Compensation and Expenses of Trustee
	 	31
	 Section 8.07. Officers' Certificate as Evidence
	 	32
	 Section 8.08. Conflicting Interest of Trustee
	 	32
	 Section 8.09. Eligibility of Trustee
	 	32
	 Section 8.10. Resignation or Removal of Trustee
	 	32
	 Section 8.11. Acceptance by Successor Trustee
	 	33
	 Section 8.12. Succession by Merger, etc
	 	34
	 Section 8.13. Trustee's Application for Instructions from the Corporation
	 	35
	 Section 8.14. Preferential Collection of Claims Against the Corporation
	 	35
	


   ARTICLE 9

CONCERNING THE SECURITYHOLDERS

	 Section 9.01. Action by Securityholders
	 	

35
	 Section 9.02. Proof of Execution by Securityholders
	 	35
	 Section 9.03. Who Are Deemed Absolute Owners
	 	35
	 Section 9.04. Corporation-Owned Securities Disregarded
	 	36
	 Section 9.05. Revocation of Consents; Future Holders Bound
	 	36





ii







 


			
	 
	 	PAGE
	
  ARTICLE 10

SECURITYHOLDERS' MEETINGS

	 Section 10.01. Purposes of Meetings
	 	

36
	 Section 10.02. Call of Meetings by Trustee
	 	36
	 Section 10.03. Call of Meetings by Corporation or Securityholders
	 	37
	 Section 10.04. Qualifications for Voting
	 	37
	 Section 10.05. Regulations
	 	37
	 Section 10.06. Voting
	 	37
	 Section 10.07. Written Consent in Lieu of Meeting
	 	38
	


   ARTICLE 11

SUPPLEMENT INDENTURES

	 Section 11.01. Supplemental Indentures Without Consent of Securityholders
	 	

38
	 Section 11.02. Supplemental Indentures with Consent of Securityholders
	 	39
	 Section 11.03. Compliance with Trust Indenture Act; Effect of Supplemental Indenture
	 	39
	 Section 11.04. Notation on Securities
	 	40
	 Section 11.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee
	 	40
	


   ARTICLE 12

CONSOLIDATION, MERGER AND SALE

	 Section 12.01. Corporation May Consolidate, etc., on Certain Terms
	 	

40
	 Section 12.02. Successor Corporation to Be Substituted
	 	40
	 Section 12.03. Opinion of Counsel to Be Given to Trustee
	 	41
	


   ARTICLE 13

SATISFACTION AND DISCHARGE

	 Section 13.01. Satisfaction and Discharge of Indenture
	 	

41
	 Section 13.02. Deposited Moneys to Be Held in Trust by Trustee
	 	41
	 Section 13.03. Paying Agent to Repay Moneys Held
	 	41
	 Section 13.04. Return of Unclaimed Moneys
	 	42
	


   ARTICLE 14

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

	 Section 14.01. Indenture and Securities Solely Corporate Obligations
	 	

42
	


   ARTICLE 15

SINKING FUNDS

	 Section 15.01. General
	 	

42
	 Section 15.02. Satisfaction of Sinking Fund Payments with Securities
	 	42
	 Section 15.03. Redemption of Securities for Sinking Fund
	 	43





iii







 


			
	 
	 	PAGE
	
  ARTICLE 16

CONVERSION OF SECURITIES

	 Section 16.01. Conversion Privilege and Conversion Rate
	 	

43
	 Section 16.02. Exercise of Conversion Privilege
	 	43
	 Section 16.03. Fractions of Shares
	 	44
	 Section 16.04. Adjustment of Conversion Rate
	 	44
	 Section 16.05. Notice of Adjustments of Conversion Rate
	 	49
	 Section 16.06. Notice of Certain Corporate Action
	 	49
	 Section 16.07. Corporation to Reserve Common Stock; Registration; Listing
	 	50
	 Section 16.08. Taxes on Conversions
	 	50
	 Section 16.09. Covenant as to Common Stock
	 	50
	 Section 16.10. Cancellation of Converted Securities
	 	50
	 Section 16.11. Provision in Case of Consolidation, Merger Or Sale Of Assets
	 	51
	 Section 16.12. Responsibility of Trustee for Conversion Provisions
	 	51
	


   ARTICLE 17

MISCELLANEOUS PROVISIONS

	 Section 17.01. Provisions Binding on Corporation's Successors
	 	

52
	 Section 17.02. Official Acts by Successor Corporation
	 	52
	 Section 17.03. Notices
	 	52
	 Section 17.04. Communication by Securityholders with Other Securityholders
	 	53
	 Section 17.05. Evidence of Compliance with Conditions Precedent
	 	53
	 Section 17.06. Governing Law
	 	53
	 Section 17.07. Trust Indenture Act to Control
	 	53
	 Section 17.08. No Adverse Interpretation of Other Agreements
	 	54
	 Section 17.09. Severability
	 	54
	 Section 17.10. Counterpart Originals
	 	54
	 Section 17.11. Table of Contents, Headings, etc
	 	54
	 Section 17.12. USA Patriot Act
	 	54
	 Exhibits
	 	 
	 Exhibit A Form of Fixed Rate Unsecured Debt Securities
	 	A-1
	 Exhibit B Form of Floating Rate Unsecured Debt Securities
	 	B-1
	 Exhibit C Form of Zero Coupon Unsecured Debt Securities
	 	C-1
	 Exhibit D Form of Certificate of Transfer
	 	D-1
	 Exhibit E Form of Certificate of Exchange
	 	E-1





iv








 








































 
 

  CROSS-REFERENCE TABLE    
    



					
	TIA Section



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











N/A
means Not Applicable 


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


v













































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


WITNESSETH: 


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


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


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


 ARTICLE 1

DEFINITIONS  


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


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



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


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



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







 



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


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


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


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


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


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


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


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


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


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


2








 



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


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


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


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


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


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


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



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


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



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


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


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


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


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


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


3







 

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



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



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


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




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


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


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


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



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


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


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



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


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


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


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


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


4







 



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


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



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


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


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


        "Securities Act" means the Securities Act of 1933. 



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


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



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


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


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


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



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


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


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


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



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


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


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



5







 

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


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


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



 ARTICLE 2

THE SECURITIES  


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


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



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



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


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


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




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


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


6









 




































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


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



					
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	

 	
 	

By:	
 	







Authorized Signatory
	 	 	 	 	Dated:






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


 ARTICLE 3

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES  


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


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



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



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


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


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


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


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



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



7







 




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


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


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


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


        (k)   any
other terms of that series. 




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


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


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


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


8







 



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


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



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


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


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



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


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


9







 



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


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


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


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



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


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


10







 



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


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



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



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



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



11







 

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


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



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


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


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



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




12







 





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



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


        (B)  the
Registrar receives the following: 



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


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







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


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


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



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



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



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


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


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





13







 






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


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


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






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




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



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


        (B)  the
Registrar receives the following: 



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


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







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




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




14







 


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




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



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



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


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


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


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


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






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




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



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





15













 



































 






        (B)  the
Registrar receives the following: 



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


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







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


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




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





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



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



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




16







 


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



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


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




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



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


        (B)  the
Registrar receives the following: 



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



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







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




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





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


17







 

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



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



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





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




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





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


18







 

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



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


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




 
 

  ARTICLE 4
  REDEMPTION



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


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


19









 



































 





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


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


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



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



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


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


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



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


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


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


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




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


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


20







 

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


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


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



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


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


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


 
 

  ARTICLE 5
  COVENANTS    
    


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


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


21







 



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


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


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


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



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


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


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




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



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


22







 



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


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


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


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


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


 
 

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


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


        Section 6.02.    Intentionally Omitted.    


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


23







 



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


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


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


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


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


 
 

  ARTICLE 7
  DEFAULTS AND REMEDIES    
    


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



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


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



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



24







 




in
this Indenture (other than those set forth exclusively in the terms of Securities of any series other than that series) continued for a period of sixty days after there has been given, by
registered or certified mail, to the Corporation by the Trustee, or to the Corporation and the Trustee by the holders of at least thirty-three percent in principal amount of the Securities of that
series at the time outstanding, a written notice specifying such failure and requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder; or 


        (d)   the
entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Corporation in an involuntary case under the Federal
Bankruptcy Code adjudging the Corporation a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the
Corporation under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official)
of the Corporation, or of any substantial part of the respective properties of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or
order unstayed and in effect for a period of 120 days; or 


        (e)   the
institution by the Corporation of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Corporation to the institution of bankruptcy or
insolvency proceedings against it, or the filing by the Corporation of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable
Federal or State law, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar
official) of the Corporation, or of any substantial part of the respective properties of either, or the making by the Corporation of an assignment for the benefit of creditors, or the admission by the
Corporation in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Corporation in furtherance of any such action. 




        In
case one or more of the Events of Default specified above shall have occurred and be continuing with respect to any particular series of Securities, then and in each and every such
case, unless the principal of all of the Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than thirty-three percent in aggregate
principal amount of the Securities of that series then outstanding hereunder, by notice in writing to the Corporation (and to the Trustee if given by Securityholders), may declare the principal or, in
the case of Discounted Securities, such amount of principal as may be provided for in such Securities, of all the Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities of that series contained to the contrary notwithstanding. This provision,
however, is subject to the condition that if, at any time after such principal or such amount of principal, as the case may be, shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Corporation shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all Securities of that series and the principal of (and premium, if any, on) any and all Securities of that series which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal (and premium, if any) at the
rate of interest (or, in the case of Discounted Securities, at the Yield to Maturity) borne by such Securities, to the date of such payment or deposit) and the expenses of the Trustee, and any and all
Defaults under this Indenture with respect to the Securities of the series, other than the nonpayment of principal of (and premium, if any) and accrued interest on the Securities of that series which
shall have become due by acceleration shall have been remedied-then and in every such case the holder of a majority in aggregate principal amount of the Securities of that series then
outstanding, by written notice to the Corporation and to the Trustee, may waive all Defaults and 


25







 

rescind
and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default, or shall impair any right consequent
thereon. 


        In
case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Trustee, then and in every such case the Corporation and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Corporation and the Trustee shall continue as though no such proceeding had been taken. 


        Section 7.02.    Payment of Securities on Default; Suit Therefor.    The Corporation covenants that
(a) in case Default shall be made in the payment of any installment of interest upon any of the Securities of any series as and when the same shall become due and payable, and such Default
shall have continued for a period of thirty days, or (b) in case Default shall be made in the payment of the principal of (or premium, if any, on) any of the Securities of any series as and
when the same shall have become due and payable, whether at maturity of the Securities of that series or by declaration or otherwise, then, upon demand of the Trustee, the Corporation will pay to the
Trustee, for the benefit of the holders of such Securities, the whole amount that then shall have become due and payable on all such Securities for principal (and premium, if any) or interest, if any,
with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law)
upon the overdue installments of interest at the rate of interest (or the Yield to Maturity in the case of Discounted Securities) borne by the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or
liabilities incurred, and all advances made, by the Trustee hereunder other than through its negligence or willful misconduct. 


        In
case the Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce
any such judgment or final decree against the Corporation or any other obligor on such Securities and collect in the manner provided by law out of the property of the Corporation or any other obligor
on such Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Corporation or any
other obligor on the Securities of any series under the Federal Bankruptcy Code or any other applicable law, or in case a receiver, custodian or trustee shall have been appointed for the property of
the Corporation or such other obligor, or in the case of any similar judicial proceedings relative to the Corporation or other obligor upon such Securities, or to the creditors or property of the
Corporation or such other obligor, the Trustee, irrespective of whether the principal of such Securities shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims, for the whole amount of principal (and premium, if any) and interest, if any owing and unpaid in respect of such Securities, and in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of such Securities allowed in
such judicial proceedings relative to the Corporation or any other obligor on such Securities, its or their creditors, or its or their property, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, custodian, assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such 


26







 



payments
directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. 


        All
rights of action and of asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities, or the
production thereof in any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the Securities in respect of which such judgment has been recovered. 


        Section 7.03.    Application of Moneys Collected by Trustee.    Any moneys collected by the Trustee shall be
applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the Securities in respect of which moneys have been collected, and
stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid: 



        FIRST:
To the payment of costs and expenses of collection and reasonable compensation to the Trustee, its agents, attorneys and counsel, and of all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its negligence or willful misconduct; 


        SECOND:
In case the principal of the outstanding Securities in respect of which moneys have been collected shall not have become due and be unpaid, to the payment of interest, if any, on
such Securities, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of
interest at the rate of interest (or the Yield to Maturity in the case of Discounted Securities) borne by such Securities, such payments to be made ratably to the persons entitled thereto; 


        THIRD:
In case the principal of the outstanding Securities in respect of which moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole
amount then owing and unpaid upon such Securities for principal (and premium, if any) and interest, if any, with interest on the overdue principal (and premium, if any) and (to the extent that such
interest has been collected by the Trustee) upon overdue installments of interest at the rate of interest (or the Yield to Maturity in the case of Discounted Securities) borne by such Securities; and
in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon such Securities, then to the payment of such principal (and premium, if any) and interest without
preference or priority of principal (and premium, if any) over interest, or of interest over principal (and premium, if any) or of any installment of interest over any other installment of interest,
or of any such Security over any other such Security, ratably to the aggregate of such principal (and premium, if any) and accrued and unpaid interest; and, 


        FOURTH:
To the payment of the remainder, if any, to the Corporation, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct. 




        Section 7.04.    Proceedings by Securityholders.    No holder of any Security of any series shall have any
right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to a Responsible Officer of the Trustee written notice of Default and of the
continuance thereof, as hereinbefore provided, and unless also the holders of not less than twenty-five percent in aggregate principal amount of the Securities of that series then
outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable
security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for sixty days after its receipt of such notice, request and
offer of indemnity, shall have neglected or refused to institute any such 


27







 

action,
suit or proceeding, it being understood and intended, and being expressly covenanted by the taker and holder of every Security with every other taker and holder and the Trustee, that no one or
more holders of Securities of that series shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the right of any
other holder of such Securities, or to obtain or seek to obtain priority over or preference to any such holder, or to enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Securities of that series. 


        Notwithstanding
any other provisions in this Indenture, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, on such
Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or
affected without the consent of such holder. 


        Section 7.05.    Proceedings by Trustee.    In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in
aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 


        Section 7.06.    Remedies Cumulative and Continuing.    All powers and remedies given by this Article 7
to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or
the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of
the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such Default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article 7 or by law to the
Trustee or to the Securityholders may be
exercised from time to time and as often as may be deemed expedient by the Trustee or by the Securityholders. 


        Section 7.07.    Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.    The holders
of a majority in aggregate principal amount of the Securities of any series at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method,
and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of that series;  provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if
the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by a trust committee of Responsible Officers shall
determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of
a majority in aggregate principal amount of the Securities determined in accordance with Section 9.04 of that series at the time outstanding may on behalf of the holders of all Securities of
that series waive any past Default or Event of Default hereunder and its consequences except a Default in the payment of the principal of (or premium, if any) or interest on the Securities of that
series. Upon any such waiver the Corporation, the Trustee and the holders of such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this
Section 7.07, said Default or Event of Default shall for all Purposes of the Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be
not continuing. 


28









 



































 





        Section 7.08.    Notice of Defaults.    The Trustee shall, within ninety days after the occurrence of a
Default
with respect to the Securities of any series, mail to all holders of such Securities, as the names and addresses of such holders appear upon the registry books of the Corporation, notice of all
Defaults actually known to a Responsible Officer of the Trustee, unless such Defaults shall have been cured before the giving of such notice (the term
"Defaults" for the purpose of this Section 7.08 being hereby defined to be the events specified in clauses (a), (b), (c), (d) and
(e) of Section 7.01, not including periods of grace, if any, provided for therein and irrespective of the giving of the notice specified in clause (c) of Section 7.01);  provided that,
 except in the case of Default in the payment of the principal of (or premium, if any) or interest, if any, on any such Securities, the
Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers in good faith determines that the withholding of such notice is in the interests of
the holders of such Securities. 


        Section 7.09.    Undertaking to Pay Costs.    All parties to this Indenture agree, and each holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 7.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than ten percent in principal amount of the Securities outstanding of any series, or to any suit instituted by any Securityholder for the enforcement of
the payment of the principal of (or premium, if any) or interest, if any, on any Security against the Corporation on or after the due date expressed in such Security. 



        The
provisions of this Section 7.09 will not apply to any suit instituted by a Securityholder for the enforcement of the right to convert any Convertible Security in accordance
with Article 16 of this Indenture. 


 
 

  ARTICLE 8
  TRUSTEE    
    


        Section 8.01.    Duties of Trustee.    With respect to the Securities of any particular series the Trustee,
prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) with respect to the Securities of any particular series the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own
affairs. 


        No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that 



        (a)   prior
to the occurrence of an Event of Default with respect to the Securities of any particular series and after the curing or waiving of all Events of Default with
respect to the Securities of any particular series which may have occurred: 



          (i)  the
duties and obligations of the Trustee with respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and 




29







 


         (ii)  in
the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which
by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); 




        (b)   the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and 


        (c)   the
Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the holders of
not less than a majority in principal amount of the Securities of any particular series at the time outstanding determined as provided in Section 9.04 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 




        No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 


        Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section. 


        Section 8.02.    Reliance on Documents, Opinions, etc.    Subject to the provisions of Section 8.01 



        (a)   the
Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, coupon or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or
parties; 


        (b)   any
request, direction, order or demand of the Corporation mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; 


        (c)   the
Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 


        (d)   the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby; 


        (e)   the
Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture; 



30







 

        (f)    prior
to the occurrence of an Event of Default with respect to the Securities of any particular series hereunder and after the curing or waiving of all Events of Default
with respect to the Securities of such series, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in principal
amount of the Securities of such series then outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such expense or liability as a condition to so proceeding; 



        (g)   the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder; 


        (h)   the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and 



        (i)    the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall
be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder. 




        Section 8.03.    No Responsibility for Recitals, etc.    The recitals contained herein and in the Securities
(except in the Trustee's certificate of authentication) shall be taken as the statements of the Corporation, and the Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or the Securities. The Trustee shall not be accountable for the use or application by the Corporation of any Securities or
the proceeds of any Securities authenticated and delivered by the Trustee in conformity with the provisions of this Indenture. 


        Section 8.04.    Trustee, Paying Agent, Conversion Agent or Registrar May Own Securities.    The Trustee or any
paying agent, Conversion Agent or Security registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee,
paying agent, Conversion Agent or Security registrar. 


        Section 8.05.    Moneys to be Held in Trust.    Subject to the provisions of Section 13.04, all moneys
received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Neither the Trustee nor any paying agent
shall be under any liability for interest on any moneys received by it hereunder except such as it may agree in writing with the Corporation to pay thereon. So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Corporation, signed by an Officer of the Corporation. 



        Section 8.06.    Compensation and Expenses of Trustee.    The Corporation covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as shall be agreed upon from time to time in writing (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and the Corporation will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or
made 


31







 



by
the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Corporation also covenants to indemnify the Trustee and its officers,
directors, employees, representatives and agents and any predecessor Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense incurred without negligence or willful
misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the reasonable costs
and expenses of defending itself against any claim of liability in the premises. The obligations of the Corporation under this Section 8.06 to compensate the Trustee, to indemnify and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall have a prior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities The provisions of this section shall survive the
termination of this Indenture. 


        Section 8.07.    Officers' Certificate as Evidence.    Subject to the provisions of Section 8.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or bad faith on the part of the Trustee,
shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 



        Section 8.08.    Conflicting Interest of Trustee.    If the Trustee has or shall acquire any conflicting
interest with respect to the Securities of any series, as defined in the Trust Indenture Act of 1939, it shall, within 90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign with respect to the Securities of that series in the manner and with the effect prescribed by the Trust Indenture Act of 1939. 


        Section 8.09.    Eligibility of Trustee.    The Trustee hereunder shall at all times be a corporation organized
and doing business under the laws of the United States or any State or Territory thereof or of the District of Columbia authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least fifty million dollars and subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10. 



        Section 8.10.    Resignation or Removal of Trustee.    (a) The Trustee may at any time resign with
respect to the Securities of one or more series by giving written notice of such resignation to the Corporation and by mailing notice thereof to the holders of Securities of such series at their
addresses as they shall appear on the registry books of the Corporation. Upon receiving such notice of resignation, the Corporation shall promptly appoint a successor trustee or trustees with respect
to the Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to each successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within sixty days after the mailing of such notice of resignation to the Securityholders
of such series, the resigning Trustee may petition any court of competent jurisdiction for the appointment 


32







 



of
a successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months may, subject to the provisions of Section 7.09,
on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee. 


        (b)   In
case at any time any of the following shall occur: 




          (i)  the
Trustee shall fail to comply with the provisions of subsection (a) of Section 8.08 after written request therefor by the Corporation or by any
Securityholder who has been a bona fide holder of a Security or Securities for at least six months, or 



         (ii)  the
Trustee shall cease to be eligible in accordance with the provisions of Section 8.09 and shall fail to resign after written request therefor by the
Corporation or by any such Securityholder, or 


        (iii)  the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 





then,
in any such case, the Corporation may remove the Trustee with respect to all Securities and appoint a successor trustee or trustees by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to each successor trustee, or, subject to the provisions of Section 7.09, any
Securityholder who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor trustee or trustees. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee or trustees. 


        (c)   The
holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding may at any time remove the Trustee with respect to such
series and nominate a successor trustee. 


        (d)   Any
resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 8.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section 8.11. 


        Section 8.11.    Acceptance by Successor Trustee.    In the case of the appointment hereunder of a successor
trustee with respect to all Securities, any successor trustee so appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Corporation and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein: nevertheless, on the
written request of the Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and
deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. In case of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Corporation, the predecessor trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to vest in, or confirm
to, each successor trustee all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to 


33







 



which
the appointment of such successor trustee relates, (b) if the predecessor trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series as to which the predecessor
trustee is not retiring shall continue to be vested in the predecessor trustee, and (c) shall add to or change any of the provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees
co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor trustee shall become effective to the extent provided therein and each
such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities
of that or those series to which the appointment of such successor trustee relates; but, nevertheless, on the written request of the Corporation or any successor trustee, such predecessor trustee
shall, upon payment of any amounts then due pursuant to Section 8.06 hereof, duly assign, transfer and deliver to such successor trustee all property and money held by such predecessor trustee
hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. Upon request of any such successor trustee, the Corporation shall execute
any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights, powers and trusts referred to in the two preceding sentences. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of
Section 8.06. 


        No
successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions
of Section 8.08 and eligible under the provisions of Section 8.09. 


        Upon
acceptance of appointment by a successor trustee as provided in this Section 8.11, the Corporation shall mail notice of the succession of such trustee hereunder to all
holders of Securities of the series affected as the names and addresses of such holders appear on the registry books of the Corporation. If the Corporation fails to mail such notice in the prescribed
manner within 30 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Corporation. 


        Section 8.12.    Succession by Merger, etc.    Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of
the parties hereto. 


        In
case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not
have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 


34









 



































 





        Section 8.13.    Trustee's Application for Instructions from the Corporation.    The Trustee may apply in
writing, sent by registered or certified mail, for instructions from the Corporation regarding actions to be taken or omitted under the Indenture, and as part of the application, the Trustee may set
forth the action proposed to be taken or omitted by it, and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any
action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three
Business Days after the date any Officer of the Corporation actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any
such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 


        Section 8.14.    Preferential Collection of Claims Against the Corporation.    The Trustee is subject to
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of such Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein. 


 
 

  ARTICLE 9
  CONCERNING THE SECURITYHOLDERS


        Section 9.01.    Action by Securityholders.    Whenever in this Indenture it is  provided that the holders of a specified percentage in
aggregate principal amount of the Securities of any or all series may take any action (including
the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the holders of such specified
percentage have joined therein may be evidenced, subject to Section 10.07, (a) by any
instrument or any number of instruments of similar tenor executed by holders of such Securities in person or by agent or proxy appointed in writing, or (b) by the record of the holders of such
Securities voting in favor thereof at any meeting of holders of such Securities duly called and held in accordance with the provisions of Article 10, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of holders of such Securities. 



        Section 9.02.    Proof of Execution by Securityholders.    Subject to the provisions of Sections 8.01,
8.02 and 10.05, proof of the execution of any instruments by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Securities shall be proved by the registry books of the Corporation or by a certificate of the
Security registrar. The record of any Securityholders' meeting shall be proved in the manner provided in Section 10.06. 



        Section 9.03.    Who Are Deemed Absolute Owners.    The Corporation, the Trustee, any paying agent and any
Security registrar may deem the person in whose name any Securities shall be registered upon the registry books of the Corporation to be, and may treat such person as, the absolute owner of such
Security (whether or not such Security shall be overdue) for the purpose of receiving payment of or on account of the principal of (and premium, if any) and interest, if any, on such Security and for
all other purposes; and neither the Corporation nor the Trustee nor any paying agent nor any Security registrar shall be affected by any notice to the contrary. All such payments so made to any holder
for the time being, or upon his order shall be valid, and, to the extent of the sum or sums so paid, effective to satisfy and discharge the liability for moneys payable upon any such Security. No
holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be
treated by the Corporation, the Trustee, any paying agent, any Security registrar and any agent of the Corporation or the Trustee as the owner of such Global Security for all purposes whatsoever. None
of the Corporation, the Trustee, any paying agent or any Security registrar will have any responsibility or liability for any 


35







 



aspect
of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records related to such beneficial
ownership interests. 


        Section 9.04.    Corporation-Owned Securities Disregarded.    In determining whether the holders of the
requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Corporation or any other obligor on the
Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation or any other obligor on the Securities shall be
disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee
the pledgee's right to vote such Securities and that the pledge is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the
Corporation or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 



        Section 9.05.    Revocation of Consents; Future Holders Bound.    At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 9.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture
in connection with such action, any holder of a Security the serial number of which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 9.02, revoke such action so far as concerns such Security. Except as aforesaid
any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security and of any Security issued in exchange or
substitution therefore, irrespective of whether or not any notation in regard thereto is made upon such Security. 


 
 

  ARTICLE 10
  SECURITYHOLDERS' MEETINGS


        Section 10.01.    Purposes of Meetings.    A meeting of holders of Securities of one or more series may be
called at any time and from time to time pursuant to the provisions of this Article 10 for any of the following purposes: 



        (a)   to
give any notice to the Corporation or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default hereunder and its
consequences, or to take any other action authorized to be taken by such Securityholders pursuant to any of the provisions of Article 7; 


        (b)   to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 8; 


        (c)   to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 11.02; or 


        (d)   to
take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of one or more series under
any other provision of this Indenture or under applicable law. 




        Section 10.02.    Call of Meetings by Trustee.    The Trustee may at any time call a meeting of holders of
Securities of one or more series to take any action specified in Section 10.01, to be held at such time and at such place, as the Trustee shall determine. Notice of every such meeting of the
Securityholders, 


36







 

setting
forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of each series affected at their
addresses as they shall appear on the registry books of the Corporation. Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting. 



        Section 10.03.    Call of Meetings by Corporation or Securityholders.    In case at any time the Corporation,
pursuant to a Board Resolution, or the holders of at least ten percent in aggregate principal amount of the Securities of one or more series then outstanding, shall have requested the Trustee to call
a meeting of Securityholders of Securities of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed
the notice of such meeting within 20 days after receipt of such request, then the Corporation or such Securityholders may determine the time and the place in said City of Baltimore for such
meeting and may call such meeting to take any action authorized in Section 10.01, by mailing notice thereof as provided in Section 10.02. 


        Section 10.04.    Qualifications for Voting.    To be entitled to vote at any meeting of holders of Securities
of any series a person shall (a) be a holder of one or more Securities of such series or (b) be a person appointed by an instrument in writing as proxy by a holder of one or more
Securities of such series. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel
and any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel. 



        Section 10.05.    Regulations.    Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as are necessary or as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in
regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit. 


        The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Corporation or by the Securityholders as
provided in Section 10.03, in which case the Corporation or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by majority vote of the meeting. 


        Subject
to the provisions of Section 9.04, at any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Discounted
Securities, such principal amount to be determined as provided in the definition of the term "Outstanding") of Securities held or represented by such Securityholder; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on
behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of Sections 10.02 or 10.03 may be adjourned from time to time by a majority of those
present. whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. 


        Section 10.06.    Voting.    The vote upon any resolution submitted to any meeting of Securityholders shall be
by written ballots on which shall be subscribed the signatures of the holders of Securities or of their representatives by proxy and the principal amount of the Securities held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary
of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate 


37







 



of
the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 10.02. The record shall show the principal amount of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Corporation and the other to the Trustee to be preserved by the Trustee. Any record so signed
and verified shall be conclusive evidence of the matters therein stated. 


        Section 10.07.    Written Consent in Lieu of Meeting.    The written authorization or consent of the requisite
percentage of Securityholders herein provided, entitled to vote at any such meeting, evidenced as provided in Article 9 and filed with the Trustee shall be effective in lieu of a meeting of
Securityholders, with respect to any matter provided for in this Article 10. 


 
 

  ARTICLE 11
  SUPPLEMENT INDENTURES


        Section 11.01.    Supplemental Indentures Without Consent of Securityholders.    The Corporation, when
authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following
purposes: 



        (a)   to
evidence the succession of another corporation to the Corporation, or successive successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Corporation pursuant to Article 12 hereof; 


        (b)   to
add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the holders of the Securities as the Board of
Directors and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional
covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth;  provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular
period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default; 


        (c)   to
provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability
of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; 


        (d)   to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture or to make such other provisions in regard to matters or questions arising under this Indenture which shall not adversely affect the
interest of the holders of the Securities; 


        (e)   to
add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set
forth, other conditions, limitations and restrictions thereafter to be observed; 


        (f)    to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any of the 



38







 




provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the Trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.11
hereof; or 


        (g)   to
provide for conversion rights of Securityholders pursuant to Section 16.11 of this Indenture. 




        The
Trustee is hereby authorized to join with the Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may
be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 


        Any
supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Corporation and the Trustee without the consent of the holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of Section 11.02. 


        Section 11.02.    Supplemental Indentures with Consent of Securityholders.    With the consent (evidenced as
provided in Section 9.01) of the holders of not less than 662/3% in aggregate principal amount of the Securities of all series affected by such supplemental indenture (voting as
one class) at the time outstanding, the Corporation, when authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity of any Security, or reduce the rate or change the method to be used in establishing the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof, or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 7.01, or make the principal thereof or premium or interest thereon payable in any coin or currency other than that provided in such
Securities, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Securities of the series affected then outstanding. A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series. 


        Upon
the request of the Corporation, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 



        It
shall not be necessary for the consent of the Securityholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof. 


        Section 11.03.    Compliance with Trust Indenture Act; Effect of Supplemental Indenture.    Any supplemental
indenture executed pursuant to the provisions of this Article 11 shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture 


39







 



pursuant
to the provisions of this Article 11, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the Corporation and the holders of Securities of the series affected shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions
of this Indenture for any and all purposes. 


        Section 11.04.    Notation on Securities.    Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article 11 may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Corporation shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture, may be prepared and executed by the Corporation, authenticated by the Trustee and delivered in exchange for the Securities then outstanding. 



        Section 11.05.    Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee.    The Trustee,
subject to the provisions of Sections 8.01 and 8.02, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 11. 


 
 

  ARTICLE 12
  CONSOLIDATION, MERGER AND SALE



        Section 12.01.    Corporation May Consolidate, etc., on Certain Terms.    Nothing contained in this Indenture
or in any of the Securities shall prevent any consolidation or merger of the Corporation with or into any other corporation or corporations (whether or not affiliated with the Corporation), or
successive consolidations or mergers in which the Corporation or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of all or substantially all the
property of the Corporation to any other corporation (whether or not affiliated with the Corporation) authorized to acquire and operate the same; provided,
however, and the Corporation hereby covenants and agrees, that upon any such consolidation, merger, sale or conveyance, the due and punctual payment of the principal of (and
premium, if any) and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture
to be performed by the Corporation, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation (if other than
the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, or by the corporation which shall have acquired such property. 



        Section 12.02.    Successor Corporation to Be Substituted.    In case of any such consolidation, merger, sale
or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of (and premium, if any) and interest, if any, on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be
performed by the Corporation, such successor corporation shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as the Corporation. Such successor
corporation thereupon may cause to be signed, and may issue either in its own name or in the name of Constellation Energy Group, Inc. any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Corporation and delivered to the Trustee; and, upon the order of such successor corporation instead of the Corporation and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the
Corporation to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed 


40







 



and
delivered to the Trustee for that purpose. All the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of
such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 


        Nothing
contained in this Indenture or in any of the Securities shall prevent the Corporation from merging into itself any other corporation (whether or not affiliated with the
Corporation) or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Corporation),  provided that, immediately after such merger
or acquisition, the Corporation shall not be in Default in the performance or observance of any of the
terms, covenants and conditions of this Indenture to be kept or performed by it. 


        Section 12.03.    Opinion of Counsel to Be Given to Trustee.    The Trustee, subject to Sections 8.01
and 8.02, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance and any such assumption complies with the provisions of this Article. 


 
 

  ARTICLE 13
  SATISFACTION AND DISCHARGE



        Section 13.01.    Satisfaction and Discharge of Indenture.    When (a) the Corporation shall deliver to
the Trustee for cancellation all Securities theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 3.05) and not theretofore cancelled, or (b) all the Securities not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year and the Corporation shall deposit with the Trustee or any paying agent, in trust, funds sufficient to pay at maturity all of the Securities (other than
any Securities which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.05) not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest, if any, due or to become due to such date of maturity, but excluding, however, the amount of any moneys for the payment of the
principal of (and premium, if any) or interest, if any, on the Securities (i) theretofore deposited with the Trustee or any paying agent and repaid by the Trustee or any paying agent to the
Corporation in accordance with the provisions of Section 13.04, or (ii) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in
either case the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation, then this Indenture shall cease to be of further effect, and the Trustee, on demand
of the Corporation accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.05 and at the cost and expense of the Corporation, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture. The Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Securities. 


        Section 13.02.    Deposited Moneys to Be Held in Trust by Trustee.    All moneys deposited with the Trustee or
any paying agent pursuant to Section 13.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Corporation if acting as its own
paying agent), to the holders of the particular Securities for the payment of which such moneys have been
deposited with the Trustee, or any paying agent, of all sums due and to become due thereon for principal (and premium, if any) and interest. All moneys deposited with the Trustee or any paying agent
pursuant to Section 13.01 for the payment of Convertible Securities subsequently converted will be returned to the Corporation upon Corporation Request. 


        Section 13.03.    Paying Agent to Repay Moneys Held.    Upon the satisfaction and discharge of this Indenture
all moneys then held by any paying agent of the Securities (other than the Trustee) shall, upon demand of the Corporation, be repaid to it or paid to the Trustee, and thereupon such paying agent shall
be released from all further liability with respect to such moneys. 


41







 

        Section 13.04.    Return of Unclaimed Moneys.    Any moneys deposited with or paid to the Trustee for payment
of the principal of (or premium, if any) or interest on Securities of any series and not applied but remaining unclaimed by the holders of such Securities for two years after the date upon which the
principal of (or premium, if any) or interest on such Securities, as the case may be, shall have become due and payable, shall on written request of the Corporation be repaid to the Corporation by the
Trustee; and the holder of any of such Securities shall thereafter look only to the Corporation for any payment which such holder may be entitled to collect. Any reference to the Trustee in this
Section 13.04 shall be deemed to also include any entity designated by the Corporation with the consent of the Trustee to act as its agent for the performance of all or any of its duties under
this Section. 


 
 

  ARTICLE 14
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


        Section 14.01.    Indenture and Securities Solely Corporate Obligations.    No recourse for the payment of the
principal of (or premium, if any) or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of
the Corporation in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities. 


 
 

  ARTICLE 15
  SINKING FUNDS


        Section 15.01.    General.    Any redemption of Securities of any series under any sinking fund as required or
permitted by the terms of any Securities duly issued pursuant to this Indenture shall be made in accordance with such terms and this Article 15. 


        The
Securities of any series may be subject to redemption pursuant to a sinking fund, in whole or in part, as set forth in the form of Security for such series. 



        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 15.02 hereof. Each sinking fund payment shall be applied to the redemption of Securities
of any series as provided for by the terms of Securities of such series. 


        Section 15.02.    Satisfaction of Sinking Fund Payments with Securities.    The Corporation (a) may
deliver to the Trustee for cancellation outstanding Securities of a series (other than any previously called for redemption) and (b) may apply as a credit Securities of a series which have been
redeemed either at the election of the Corporation pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly. 


42









 



































 





        Section 15.03.    Redemption of Securities for Sinking Fund.    Not less than sixty days prior to each sinking
fund payment date for any series of Securities, the Corporation will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to be by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of
that series as permitted by Section 15.02 and will also deliver to the Trustee any Securities to be so delivered if not theretofore delivered. The Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 4.03 and cause notice of the redemption thereof to be given in the manner provided in Section 4.04. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 4.05 and 4.06. 


 
 

  ARTICLE 16
  CONVERSION OF SECURITIES


        Section 16.01.    Conversion Privilege and Conversion Rate.    Subject to and upon compliance with the
provisions of this Article, at the option of the Securityholder thereof, any Convertible Security may be converted into fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100th of a share) of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence for each series
of Convertible Securities at the opening of business on and expire at the close of business on the dates set forth in or pursuant to the Board Resolution establishing the terms of that series, and
specified in an Officers' Certificate if not so specified in a Board Resolution, subject, in the case of any Convertible Security issued in global form, to any Applicable Procedures. In case a
Convertible Security or portion thereof is called for redemption, such conversion right in respect of the Convertible Security, or portion thereof so called, shall expire at the close of business on
the Business Day immediately preceding the Redemption Date for Convertible Securities of that series, unless the Corporation defaults in making
the payment due upon redemption (subject as aforesaid to any Applicable Procedures with respect to Convertible Security issued in global form). 


        Convertible
Securities of any series may be converted initially at a conversion rate (the "Conversion Rate") set forth in or pursuant to
the Board Resolution establishing the terms of that series and specified in an Officers' Certificate if not so specified in a Board Resolution. The Conversion Rate for each outstanding series will be
adjusted in certain instances as provided in Section 16.04. 



        Section 16.02.    Exercise of Conversion Privilege.    In order to exercise the conversion privilege, the
Securityholder of any Convertible Security to be converted shall surrender such Convertible Security, duly endorsed in blank, at any office or agency of the Corporation maintained for that purpose
pursuant to Section 5.02 of this Indenture, accompanied by a duly signed conversion notice substantially in the form established by or pursuant to the Board Resolution establishing the terms of
such series stating that the Securityholder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each
Convertible Security surrendered for conversion (in whole or in part) during the Record Date Period (except in the case of any Convertible Security or portion thereof which has been called for
redemption on a Redemption Date occurring within such Record Date Period and, as a result, the right to convert such Convertible Security would otherwise terminate in such period if not exercised) be
accompanied by payment in New York Clearing House funds or other funds acceptable to the Corporation of an amount equal to the interest payable on such interest payment date on the initial principal
amount of such Convertible Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such interest payment date with respect to any Convertible
Security (or portion thereof, if applicable) that is surrendered for conversion during the Record Date Period shall be paid to the 


43







 



Securityholder
of such Convertible Security as of such regular record date in an amount equal to the interest that would have been payable on such Convertible Security if such Convertible Security had
been converted as of the close of business on such interest payment date. Interest payable on any interest payment date in respect of any Convertible Security surrendered for conversion on or after
such interest payment date shall be paid to the Securityholder of such Convertible Security as of the regular record date next preceding such interest payment date, notwithstanding the exercise of the
right of conversion. Except as provided in this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the interest payment date next
preceding the conversion date, in respect of any Convertible Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the securities issued upon
conversion. The Corporation's delivery to the Securityholder of the number of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Convertible
Security is convertible will be deemed to satisfy the Corporation's obligation to pay the principal amount of the Convertible Security. 


        Convertible
Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Convertible Securities for conversion in
accordance with the foregoing provisions, and at such time the rights of the Securityholders of such Convertible Securities as Securityholders shall cease, and the person or persons entitled to
receive the shares of Common
Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such securities at such time. As promptly as practicable on or after the conversion date, the
Corporation shall issue and deliver to the Trustee, for delivery to the Securityholder (unless a different person is indicated on the Conversion Notice), a certificate or certificates for the number
of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 16.03. 



        In
the case of any Convertible Security which is converted in part only, upon such conversion the Corporation shall execute and the Trustee shall authenticate and deliver to the
Securityholder thereof, at the expense of the Corporation, a new Convertible Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the
principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal
amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. 



        Section 16.03.    Fractions of Shares.    No fractional shares of Common Stock shall be issued upon conversion
of any Convertible Security or Securities. If more than one Convertible Security shall be surrendered for conversion at one time by the same Securityholder, the number of full shares which shall be
issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Convertible Securities (or specified portions thereof) so surrendered. Instead of any
fractional share of Common Stock that would otherwise be issuable upon conversion of any Convertible Security or Securities (or specified portions thereof), the Corporation shall calculate and pay a
cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Closing Price Per Share at the close of business on the
day of conversion. 


        Section 16.04.    Adjustment of Conversion Rate.    The Conversion Rate shall be subject to adjustments from
time to time as follows: 



        (a)   In
case the Corporation shall pay or make a dividend or other distribution on shares of any class of capital stock payable in shares of Common Stock, the Conversion Rate
in effect at the opening of business on the day following the date fixed for the determination of shareholders 



44







 

entitled
to receive such dividend or other distribution shall be increased by dividing the Conversion Rate in effect immediately prior to such date by a fraction: 



          (i)  the
numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and 


         (ii)  the
denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution. 





        Such
increase will become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for determination,
any dividend or distribution is not in fact paid, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or
distribution, to the Conversion Rate that would have been in effect if such determination date had not been fixed. For the purposes of this paragraph (a), the number of shares of Common Stock
at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Corporation. 



        (b)   Subject
to the last sentence of paragraph (g) of this Section 16.04, in case the Corporation shall issue rights, options or warrants to all holders of its
Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (h) of
this Section 16.04) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than any rights, options or warrants
that by their terms will also be issued to any Securityholder upon conversion of a Convertible Security into shares of Common Stock without any action required by the Corporation or any other person),
the Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing the Conversion Rate in effect immediately prior to
such date by a fraction: 



          (i)  the
numerator of which will be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of
shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and 


         (ii)  the
denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of
Common Stock so offered for subscription or purchase. 





        Such
increase will become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for determination,
any such rights, options or warrants are not in fact issued, or are not exercised prior to the expiration thereof, the Conversion Rate shall be immediately readjusted, effective as of the date such
rights, options or warrants expire, or the date the Board of Directors determines not to issue such rights, options or warrants, to the Conversion Rate that would have been in effect if the
unexercised rights, options or warrants had never been granted or such determination date had not been fixed, as the case may be. For the purposes of this paragraph (b), the number of shares of
Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Corporation will
not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Corporation. 


45







 

        (c)   In
case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes
effective. 


        (d)   Subject
to the last sentence of paragraph (g) of this Section 16.04, in case the Corporation shall, by dividend or otherwise, distribute to all holders of
its Common Stock evidences of its indebtedness, shares of any class of capital stock or rights, options or warrants to subscribe for or purchase shares of any class of capital stock (other than any
rights, options or warrants that by their terms will also be issued to any Securityholder upon conversion of a Convertible Security into shares of Common Stock without any action required by the
Corporation or any other person) or other property (including cash or assets or securities, but excluding (i) any rights, options or warrants referred to in paragraph (b) of this
Section, (ii) any dividend or distribution paid exclusively in cash, other than those referred to in paragraphs (e) and (f) below, (iii) any dividend or distribution
referred to in paragraph (a) of this Section and (iv) any consideration distributed in any merger or consolidation to which Section 16.11 applies), the Conversion Rate shall be
adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction: 



          (i)  the
numerator of which will be the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common Stock on
the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with
the Trustee) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and 


         (ii)  the
denominator shall be such current market price per share of the Common Stock. 





        Such
adjustment will become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such
distribution. If after any such date fixed for determination, any such distribution is not in fact made, the Conversion
Rate shall be immediately readjusted, effective as of the date that the Board of Directors determines not to make such distribution, to the Conversion Rate that would have been in effect if such
determination date had not been fixed. 



        (e)   In
case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding cash distributed upon a merger or consolidation to
which Section 16.11 applies) in an aggregate amount that, combined together with (i) the aggregate amount of any other all-cash distributions to all holders of its Common
Stock made exclusively in cash within the 365-day period preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this paragraph (e) or
paragraph (f) of this Section 16.04 has been made and (ii) the aggregate of any cash plus the fair market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a Board Resolution) of any non-cash consideration payable in respect of any tender offer by the Corporation or any of its Subsidiaries for all or any portion
of the Common Stock concluded within the 365-day period preceding the date of payment of such distribution and in respect of which no adjustment pursuant to paragraph (f) of this
Section 16.04 has been made (the "combined cash and tender amount") 



46







 

exceeds
10% of the product of the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common Stock on the date for the determination of
holders of shares of Common Stock entitled to receive such distribution times the number of shares of Common Stock outstanding on such date (the "aggregate current market
price"), then, and in each such case, immediately after the close of business on such date for determination, the Conversion Rate shall be adjusted so that the same shall equal
the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution
by a fraction: 



          (i)  the
numerator of which shall be equal to the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the Common
Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined cash and tender amount over 10% of such aggregate current market price
divided by (y) the number of shares of Common Stock outstanding on such date for determination and 


         (ii)  the
denominator of which shall be equal to the current market price per share (determined as provided in paragraph (h) of this Section 16.04) of the
Common Stock on such date fixed for determination. 




        (f)    In
case a tender offer made by the Corporation or any Subsidiary for all or any portion of the Common Stock shall expire and such tender offer (as amended upon the
expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares (as defined below)) of an
aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) that combined together with (i) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender offer, of any non-cash consideration payable in respect of any other tender
offer by the Corporation or any Subsidiary for all or any portion of the Common Stock expiring within the 365-day period preceding the expiration of such tender offer and in respect of
which no adjustment pursuant to this paragraph (f) or paragraph (e) of this Section 16.04 has been made and (ii) the aggregate amount of any cash distributions to all
holders of the Common Stock within 365-day period preceding the expiration of such tender offer and in respect of which no adjustment pursuant to paragraph (e) of this
Section 16.04 has been made (the "combined tender and cash amount") exceeds 10% of the product of the current market price per share of the
Common Stock (determined as provided in paragraph (h) of this Section 16.04) as of the last time (the "Expiration Time") tenders could
have been made pursuant to such tender offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time, then, and in each
such case immediately prior to the opening of business on the day after the date of the Expiration Time, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by
dividing the Conversion Rate immediately prior to the close of business on the date of the Expiration Time by a fraction 



          (i)  the
numerator of which shall be equal to (A) the product of (1) the current market price per share of the Common Stock (determined as provided in
paragraph (h) of this Section 16.04) on the date of the Expiration Time multiplied by (2) the number of shares of Common Stock outstanding (including any tendered shares) on the
date of the Expiration Time less (B) the combined tender and cash amount, and 


         (ii)  the
denominator of which shall be equal to the product of (A) the current market price per share of the Common Stock (determined as provided in
paragraph (h) of this Section 16.04) on the date of the Expiration Time multiplied by (B) the number of shares of 




47







 





Common
Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so
accepted up to any such maximum, being referred to as the "Purchased Shares"). 




        (g)   The
reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which
Section 16.11 applies) shall be deemed to involve (i) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such
reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of
paragraph (d) of this Section 16.04), and (ii) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such
subdivision becomes effective" or "the day upon which such combination becomes effective," as the case may be, and "the day upon which such subdivision or combination becomes effective" within
the meaning of paragraph (c) of this Section 16.04). Rights, options or warrants issued by the Corporation to all holders of its Common Stock entitling the holders thereof to subscribe
for or purchase shares of capital stock of the Corporation, which rights, options or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable
and (iii) are also issued in respect of future issuances of shares of capital stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events
("Trigger Event"), shall for purposes of this Section 16.04 not be deemed issued or distributed until the occurrence of the earliest Trigger
Event. 


        (h)   For
the purpose of any computation under paragraphs (b), (d), (e) or (f) of this Section 16.04, the current market price per share of Common
Stock on any date shall be calculated by the Corporation and be the average of the daily Closing Prices Per Share for the five consecutive Trading Days selected by the Corporation commencing not more
than 10 Trading Days before, and ending not later than the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For
purposes of this paragraph, the term "ex date," when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities
market or on the applicable securities exchange without the right to receive such issuance or distribution. 


        (i)    No
adjustment in the Conversion Rate shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (i)) would
require an increase or decrease of at least one percent in such rate; provided, however, that any adjustments which by reason of this
paragraph (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or
to the nearest one-hundredth of a share, as the case may be. 


        (j)    The
Corporation may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by
paragraphs (a), (b), (c), (d), (e) and (f) of this Section 16.04, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of
Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. The
Corporation shall have the power to resolve any ambiguity or correct any error in this paragraph (j) and its actions in so doing shall, absent manifest error, be final and conclusive. 


        (k)   Notwithstanding
the foregoing provisions of this Section, no adjustment of the Conversion Rate shall be required to be made (i) upon the issuance of shares of
Common Stock pursuant to any present or future plan for the reinvestment of dividends, (ii) upon a change in the par value of 



48







 




the
Common Stock or (iii) because of a tender or exchange offer of the character described in Rule 13e-4(h)(5) under the Securities Exchange Act of 1934, as amended, or any
successor rule thereto. 


        (l)    To
the extent permitted by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount for any period of time if the period is at
least 20 days, the increase is irrevocable during such period, and the Board of Directors shall have made a determination that such increase would be in the best interests of the Corporation,
which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Corporation shall give notice of the increase to the Securityholders in the
manner provided in Section 17.03 hereof at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the
period during which it will be in effect. 




        Section 16.05.    Notice of Adjustments of Conversion Rate.    Whenever the Conversion Rate is adjusted as
herein provided: 



        (a)   the
Corporation shall compute the adjusted Conversion Rate in accordance with Section 16.04 hereof and shall prepare a certificate signed by the Chief Financial
Officer or Treasurer of the Corporation setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly
be filed with the Trustee and with each Conversion Agent; and 


        (b)   upon
each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as
practicable after it is required, such notice shall be provided by the Corporation to all Securityholders of Convertible Securities in accordance with Section 17.03. 




        Neither
the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except
to exhibit the same to any holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion
Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each
Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge remains in effect. 


        Section 16.06.    Notice of Certain Corporate Action.    In case: 



        (a)   the
Corporation shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively
in cash in an amount that would require any adjustment pursuant to Section 16.04; or 



        (b)   the
Corporation shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase
any shares of capital stock of any class or of any other rights; or 


        (c)   of
any reclassification of the Common Stock, or of any consolidation, merger or share exchange to which the Corporation is a party and for which approval of any
stockholders of the Corporation is required, or of the conveyance, sale, transfer or lease of all or substantially all of the assets of the Corporation; or 


        (d)   of
the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be filed at each office or agency
maintained for the purpose of conversion of Securities pursuant to Section 5.02 of this Indenture, and shall cause to be provided to all Securityholders in accordance with Section 17.03
hereof, at least 20 days (or 10 days in any 



49







 




case
specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such
dividend, distribution, rights, options or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution,
liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give
such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of
this Section 16.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Corporation with the Trustee. 




        The
Corporation shall cause to be filed at the principal office of the Trustee and each office or agency maintained for the purpose of conversion of Convertible Securities pursuant to
Section 5.02 of this Indenture, and shall cause to be provided to all Securityholders in accordance with Section 17.03 hereof, notice of any tender offer by the Corporation or any
Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally. 



        Section 16.07.    Corporation to Reserve Common Stock; Registration; Listing.    (a) The Corporation
shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Convertible Securities, the
full number of shares of Common Stock then issuable upon the conversion of all Outstanding Convertible Securities. 



        (b)   The
Corporation covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Corporation will, if permitted by the rules of such
exchange, list and keep listed all Common Stock issuable upon conversion of the Convertible Securities, and the Corporation will endeavor to list the shares of Common Stock required to be delivered
upon conversion of the Convertible Securities prior to such delivery upon any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery. 




        Section 16.08.    Taxes on Conversions.    Except as provided in the next sentence, the Corporation will pay
all stamp taxes and other duties that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Convertible Securities pursuant hereto. The Corporation shall not,
however, be required to pay any tax or duty that may be payable in respect of (a) income of the Securityholder, or (b) any transfer involved in the issue and delivery of shares of Common
Stock in a name other than that of the Securityholder of the Convertible Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such
issue has paid to the Corporation the amount of any such tax or duty, or has established to the satisfaction of the Corporation that such tax or duty has been paid. 


        Section 16.09.    Covenant as to Common Stock.    The Corporation agrees that all shares of Common Stock that
may be delivered upon conversion of Convertible Securities, upon such delivery, will have been duly authorized and validly issued and will be fully paid and nonassessable and, except as provided in
Section 16.08 hereof, the Corporation will pay all taxes, liens and charges with respect to the issue thereof. 


        Section 16.10.    Cancellation of Converted Securities.    All Convertible Securities delivered for conversion
shall be delivered to the Trustee or its agent to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.07 of this Indenture. 


50









 



































 





        Section 16.11.    Provision in Case of Consolidation, Merger Or Sale Of Assets.    In case of any
consolidation
or merger of the Corporation with or into any other person or any merger of another person with or into the Corporation (other than a merger that does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Corporation (other than a sale of all or
substantially all of the assets of the Corporation that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), the person formed by such
consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Securityholder of
each Convertible Security then Outstanding shall have the right thereafter, during the period such Convertible Security shall be convertible as specified in Section 16.01 hereof, to convert
such Convertible Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder of the number
of shares of Common Stock into which such Convertible Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of
Common Stock (a) is not (i) a person with which the Corporation consolidated or merged with or into or which merged into or with the Corporation or to which such conveyance, sale,
transfer or lease was made, as the case may be (a "Constituent Person"), or (ii) an Affiliate of a Constituent Person and (b) failed to
exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease
(provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or
lease is not the same for each share of Common Stock held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this
Section 16.11 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each
Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental indenture shall provide for
adjustments that, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The
above provisions of this Section 16.11 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. 



        Notice
of the execution of such a supplemental indenture shall be given by the Corporation to the Securityholder of each Convertible Security as provided in Section 17.03 hereof
promptly upon such execution. 


        Neither
the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either
to the kind or amount of shares of stock or other securities or property or cash receivable by Securityholders upon the conversion of their Convertible Securities after any such consolidation, merger,
conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers'
Certificate or an Opinion of Counsel with respect thereto, which the Corporation shall cause to be furnished to the Trustee upon request. 


        Section 16.12.    Responsibility of Trustee for Conversion Provisions.    The Trustee, subject to the
provisions of Section 8.01 hereof, and any Conversion Agent shall not at any time be under any duty or responsibility to any Securityholder to determine whether any facts exist which may
require any adjustment of the Conversion Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, herein or in any supplemental indenture
provided to be employed, in making the same, or whether a supplemental indenture need be entered into. 


51







 



Neither
the Trustee, subject to the provisions of Section 8.01 hereof, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any Common
Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Convertible Security; and it or they do not make any representation with
respect thereto. Neither the Trustee, subject to the provisions of Section 8.01 hereof, nor any Conversion Agent shall be responsible for any failure of the Corporation to make or calculate any
cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion;
and the Trustee, subject to the provisions of Section 8.01 hereof, and any Conversion Agent shall not be responsible for any failure of the Corporation to comply with any of the covenants of
the Corporation contained in this Article. 


 
 

  ARTICLE 17
  MISCELLANEOUS PROVISIONS



        Section 17.01.    Provisions Binding on Corporation's Successors.    All the covenants, stipulations, promises
and agreements in this Indenture contained by the Corporation shall bind its successors and assigns whether so expressed or not. 


        Section 17.02.    Official Acts by Successor Corporation.    Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board, committee or officer of the Corporation shall and may be done and performed with like force and effect by the like board,
committee or officer of any corporation that shall at the time be the lawful sole successor of the Corporation. 


        Section 17.03.    Notices.    Any notice or communication by the Corporation or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the other's address: If to the Corporation: 



			
	 Constellation Energy Group, Inc.

750 East Pratt Street

Baltimore, MD 21202

Attention: Treasurer

Fax: (410) 470-5680
	 	 
	 If to the Trustee:
	 	 
	 Deutsche Bank Trust Company Americas

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Attention: Trust and Securities Services
	 	 
	 With a copy to:
	 	 
	 Deutsche Bank National Trust Company

for Deutsche Bank Trust Company Americas

25 De Forest Avenue

Second Floor, MS 50M01-0105

Summit, New Jersey 07801

Attention: Trust and Securities Services

Tel: 908-608-3191 Fax:

732-578-4635
	 	 





52







 

        The
Corporation or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. 


        All
notices and communications (other than those sent to Securityholders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery. 


        Any
notice or communication to a Securityholder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day
delivery to its address shown on the Register kept by the registrar. Any notice or communication shall also be so mailed to any person described in Section 313(c) of the Trust Indenture Act, to
the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other
Securityholders. 


        If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 


        If
the Corporation mails a notice or communication to Securityholders, it shall mail a copy to the Trustee at the same time. 


        Section 17.04.    Communication by Securityholders with Other Securityholders.    Securityholders may
communicate pursuant to Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or any series of Securities. The Corporation, the
Trustee and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act. 


        Section 17.05.    Evidence of Compliance with Conditions Precedent.    Upon any application or demand by the
Corporation to the Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with. 


        Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall
include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with. 


        Section 17.06.    Governing Law.    THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND EACH SECURITY WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. 


        Section 17.07.    Trust Indenture Act to Control.    If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, such required provision shall control. 


53







 

        Section 17.08.    No Adverse Interpretation of Other Agreements.    This Indenture may not be used to interpret
any other indenture, loan or debt agreement of the Corporation, its subsidiaries or of any other person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 


        Section 17.09.    Severability.    In case any provision in this Indenture or any Security, as the case may be,
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 



        Section 17.10.    Counterpart Originals.    The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. 


        Section 17.11.    Table of Contents, Headings, etc.    The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions. 


        Section 17.12.    USA Patriot Act.    The Corporation acknowledges that, in accordance with Section 326
of the USA Patriot Act, the Trustee, like all financial institutions, is required to obtain, verify and record information that identifies each person or legal entity that opens an account. The
Corporation agrees that it will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA Patriot Act. 



        Deutsche
Bank Trust Company Americas, as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions herein above set forth. 


54









 



































  
        IN WITNESS WHEREOF, Constellation Energy Group, Inc. has caused this Indenture to be signed in its corporate name and acknowledged by its duly authorized officer and Deutsche Bank
Trust Company Americas, Trustee, has caused this Indenture to be signed by one of its authorized signatories, as of the day and year first written above. 



							
	 	 	CONSTELLATION ENERGY GROUP, INC.
	



 	

 	



By:	

 	



/s/ John R. Collins








	 	 	 	 	Name:	 	John R. Collins
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	

 	
 	

By:	
 	

/s/ Kenneth R. Ring









	 	 	 	 	Name:	 	Kenneth R. Ring
	 	 	 	 	Title:	 	Vice President
	

 	
 	

By:	
 	

/s/ Rodney Gaughan








	 	 	 	 	Name:	 	Rodney Gaughan
	 	 	 	 	Title:	 	Vice President





SIGNATURE
PAGE FOR INDENTURE 


55








 



































 



 
 

  EXHIBIT A    
    


FRONT




			
	REGISTERED	 	 
	 	 	REGISTERED
	CUSIP

	 	 





 
 

CONSTELLATION ENERGY GROUP, INC.    
    
    INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND    
    
    [title]    



If
this Note is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this
Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Note is exchanged in whole or in part for Notes in definitive form. Unless this
certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. 



PRINCIPAL
AMOUNT: 


INTEREST
RATE: 


STATED
MATURITY: 


ORIGINAL
ISSUE DATE: 


ISSUE
PRICE: 


        Constellation
Energy Group, Inc., a Maryland corporation (herein called the "Company", which term includes any successor
corporation under the Indenture, as hereinafter defined), for value received, promises to pay to Cede & Co. or its registered assigns, the principal sum
of                                    on the Stated
Maturity shown above and to pay interest on said principal sum
from                                    , at the fixed rate per annum
shown above, semi-annually on                     (the
"Interest Payment Date(s)") of each year
beginning                                    until the Stated Maturity
or upon redemption or repurchase of this Note. Each payment
of interest payable on each Interest Payment Date and at Stated Maturity or, if applicable, upon redemption or repurchase shall include interest to, but excluding the relevant Interest Payment Date
and the date of Stated Maturity or redemption, respectively. Said interest shall be computed on the basis of a 360-day year of twelve 30-day months. In the event this Note is
issued between a Record Date
(the                                    and    
                                next preceding
the                                    Interest Payment Dates) and an
Interest Payment Date or on an Interest Payment Date, the first
day that interest shall be payable will be on the Interest Payment Date following the next succeeding Record Date. In the event of a Default in the payment of interest, interest will be payable as
provided in that certain Indenture dated as of June 19, 2008 (the "Indenture"), by and between the Company and Deutsche Bank Trust Company
Americas, a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture). 


A-1







 

        The
Company has the option to redeem all or any part of the Note at any time prior to the Stated Maturity. The Company shall give notice by mail of any redemption at least
30 days, but not more than 60 days, before a redemption date. [insert make whole provisions if any] The Company shall pay a redemption price [insert
information on redemption price] 


        Pursuant
to the provisions of the Indenture, the Company will maintain an agency at Deutsche Bank Trust Company Americas in The City of New York, New York (the
"Bank"), or at such other agencies as may from time to time be designated, where the Notes may be presented for payment, for registration of transfer
and exchange, and where notices or demands to, or upon, the Company may be served. 


        The
interest so payable on any                                    will,
subject to certain exceptions provided in the Indenture, be paid to the person in whose name this Note is registered at the close of
business on the Record Date for such Interest Payment Date, which shall be
the                                    and    
                                next preceding
the                                    and    
                                Interest Payment Dates;
provided, however, that interest payable at Stated Maturity or, if applicable, upon redemption or repurchase, shall be payable to the person to whom
principal shall be payable. Payment of the principal of and interest on this Note will be made at the Bank in U.S. dollars; provided, however, that
payments of interest (other than any interest payable at Stated Maturity or upon redemption or repurchase) may be made at the option of the Company (i) by checks mailed to the addresses of the
persons entitled thereto as such addresses shall appear in the Register of the Notes or (ii) by wire transfer to persons
who are holders of record at such other addresses that have been filed with the Bank on or prior to the Record Date. 



        Payment
of the principal, premium, if any, and interest payable at Stated Maturity, or, if applicable, upon redemption or repurchase, on this Note will be made in immediately available
funds at the request of the holder provided that this Note is presented to the Bank in time for the Bank to make such payments in such funds in
accordance with its normal procedures. 


        Reference
is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. 


        Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee or a duly designated authentication agent by manual signature, this Note shall not be
entitled to any benefit under said Indenture, or be valid or obligatory for any purpose. 


        IN
WITNESS WHEREOF, Constellation Energy Group, Inc. has caused this instrument to be executed in its corporate name with the manual or facsimile signature of its President or a
Vice President and a facsimile of its corporate seal to be imprinted hereon, attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. 


A-2







 


					
	Dated:	 	 
	

CONSTELLATION ENERGY GROUP, INC.	
 	

 
	

By:	
 	

  







	
 	

 
	

ATTEST:	
 	

 







	
 	

[SEAL]
	

CERTIFICATE OF AUTHENTICATION	
 	

 
	

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

Dated:	
 	

 
	

DEUTSCHE BANK TRUST COMPANY AMERICAS	
 	

 
	

By:	
 	

  





Authorized Signatory

	
 	

 




A-3








 








































 
 

  (REVERSE)    
    
    CONSTELLATION ENERGY GROUP, INC.    
    
    [title]    
    


        This Note is one of a duly authorized issue of debt securities (the "Securities") of
the Company, of a series designated as its                        Notes
due                                    (herein called the
"Notes"), limited (except as otherwise provided
in the Indenture) in aggregate principal amount
to                                    , issued and to be issued under
the Indenture, to which Indenture and all relevant indentures supplemental thereto reference is
hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Bank and the Securityholders and the terms upon which the Notes
are, and are to be, authenticated and delivered. The Securities, of which the Notes constitute a series, may be issued in one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest at different rates, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided.
All capitalized terms not otherwise defined herein shall have the definitions assigned to them in the Indenture. 


        This
Note may not be redeemed by the Company prior to Stated Maturity unless otherwise set forth on the face hereof. Notwithstanding Section 4.03 of the Indenture, pursuant to
Section 4.01 thereof, and if so indicated on the face of this Note, this Note may be redeemed at the option of the Company on any date on or after the date set forth on the face hereof in whole
or in part in increments of $1,000, at a redemption price or prices designated on the face hereof to be redeemed together with interest thereon payable to the date fixed for redemption. This Note may
be so redeemed in whole or in part whether or not other Notes of the same series are redeemed. 


        Notice
of redemption by the Company will be given by the Company by mail to holders of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. The Bank may carry out the responsibilities to be performed by the Trustee required by Article 4 of the Indenture. 


        The
Company is not required to repurchase Notes from holders prior to Stated Maturity unless otherwise set forth on the face hereof. If so indicated on the face hereof, this Note may be
repurchased by the Company at the option of the holder on the dates and at the prices designated thereon, in whole or in part in increments of $1,000, together with interest payable to the repurchase
date. For book-entry notes, unless otherwise specified on the face of this Note, holders must deliver written notice to the Bank at least 30, but no more than 60, days prior to the date of
repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. The written notice must specify the principal amount to be repurchased and must be signed by a duly
authorized officer of the Depositary participant (signature guaranteed). For definitive notes, unless otherwise specified on the face of this Note, holders must complete the
"Option to Elect Repayment" on the reverse of this Note and then deliver this Note to the Bank at least 30, but no more than 45, days prior to the date
of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. All notices are irrevocable. 


        In
the event of redemption or repurchase of this Note in part only, a new Note or Notes of this series, having the same Stated Maturity, optional redemption or repurchase provisions,
Interest Rate and other terms and provisions of this Note, in authorized denominations in an aggregate principal amount equal to the unredeemed portion hereof will be issued in the name of the holder
hereof upon the surrender hereof. 


        The
Notes will not be subject to conversion, amortization or any sinking fund. 


A-4







 

        As
provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note may be registered on the Register of the Notes, upon surrender of
this Note for registration of transfer at the Bank, or at such other agencies as may be designated pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Trustee or the Bank duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee or transferees. 


        The
Notes are issuable only as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. As provided in the
Indenture, and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of other authorized denominations having the same
interest rate, Stated Maturity, optional redemption or repurchase provisions, if any, and Original Issue Date, as requested by the Securityholder surrendering the same. 



        No
service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        The
Company, the Trustee, the Bank, the Security registrar and any agent of the Company, the Trustee, the Bank, or the Security registrar may treat the Securityholder in whose name this
Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company, the
Trustee, the Bank, the Security registrar nor any such agent shall be affected by notice to the contrary. 



        If
an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture. 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders
of the Securities of any series under the Indenture at any time by the Company with the consent of the holders of not less than 662/3% in aggregate principal amount of the Securities at
the time Outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities
of any series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the
interest of the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. 



        The
Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the
Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series
and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not prevent the holder hereof from enforcing payment
of the principal of or interest on this Note. 


A-5







 

        No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 


        No
recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released. This Note shall be governed by and construed in accordance with the laws of the State of New York. 


A-6








 








































 
 

  ASSIGNMENT FORM    
    


        To assign this Note, fill in the form below: 



			
	Assignee's Social Security or Tax I.D. Number:	 	 








	

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
	

  








	

  









	

 








	

 





(Print or Type Assignee's Name, Address and Zip Code)
	

the within Note of the Company and hereby does irrevocably constitute and appoint
	

  








	

 








	

 








	

  








	

Attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.







					
	 





Signature of Assignor

(Sign exactly as name appears on the face of the Note)	 	 
	

Dated:	
 	

  







	
 	

                                         
                                          
   




A-7








 




































  EXHIBIT B  


 Constellation Energy Group, Inc.  


 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND  


 FORM OF FLOATING RATE DEBT SECURITIES  


[If
this Note is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its
nominee, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or
by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Note is exchanged in whole or in part for Notes in definitive form.
Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein.] 



					
	PRINCIPAL AMOUNT:	 	 	 	 
	

INITIAL INTEREST RATE:	
 	
 	

 	
 
	

STATED MATURITY:	
 	
 	

 	
 
	

INDEX MATURITY:	
 	
 	

 	
 
	

SPREAD:	
 	
 	

 	
 
	

ORIGINAL ISSUE DATE:	
 	
 	

 	
 
	

SPREAD MULTIPLIER:	
 	
 	

 	
%
	

ISSUE PRICE:	
 	
 	

 	
 
	

MAXIMUM INTEREST RATE:	
 	
 	

 	
%
	

MINIMUM INTEREST RATE:	
 	
 	

 	
%
	

CALCULATION AGENT:	
 	
 	

 	
 
	

INTEREST PAYMENT DATES:	
 	
 	

 	
 
	

(Monthly, Quarterly, Semi-Annually or Annually)	
 	
 	

 	
 




B-1







 


					
	INTEREST RESET DATES:	 	 	 	 
	

(Daily, Weekly, Monthly, Quarterly, Semi-Annually or Annually)	
 	
 	

 	
 
	

INTEREST DETERMINATION DATES:	
 	
 	

 	
 
	

CALCULATION DATES:	
 	
 	

 	
 
	

INTEREST RATE BASIS (Check One):	
 	
 	

 	
 
	

o CD Rate	
 
	

o Commercial Paper Rate	
 
	

o LIBOR (o Reuters o Telerate)	
 
	

o Treasury Rate	
 
	

o Federal Funds Effective Rate	
 
	

o Prime Rate	
 
	

o CMT Rate (o Telerate 7055) (o Telerate 7052)	
 





 





			
	REDEEMABLE AT THE OPTION OF THE

COMPANY ON OR AFTER	 	REDEMPTION PRICES

(% OF PRINCIPAL AMOUNT)
	







	 	








	







	 	








	







	 	








	

SUBJECT TO REPURCHASE

AT THE OPTION OF THE HOLDER ON	
 	

REPURCHASE PRICES

(% OF PRINCIPAL AMOUNT)
	







	 	









	







	 	








	







	 	














[Remarketing
provisions, if any, to be included here] 


        Constellation
Energy Group, Inc. a Maryland corporation (herein called the "Company" which term includes any successor corporation
under the Indenture, as hereinafter defined), for value received, promises to pay to Cede & Co. or its registered assigns, the principal sum
of                        DOLLARS on the Stated
Maturity shown above and to pay interest on said principal sum from the Original Issue Date shown above if interest has not been paid on this Note or from the most recent Interest Payment Date for
which interest has been paid or duly provided for until Stated Maturity or, if applicable, upon redemption or repurchase at the rate per annum determined in accordance with the provisions on the
reverse hereof, depending on the Interest Rate Basis and the Spread and/or Spread Multiplier, as the case may be, specified above. Interest will be payable on each Interest Payment Date and at Stated
Maturity or upon redemption or repurchase. Each payment of interest payable at Stated Maturity or, if applicable, upon redemption or repurchase shall include interest to, but excluding the date of
Stated Maturity or redemption or repurchase. In the event this Note is issued between a Record Date (the date 15 calendar days prior to each Interest Payment Date whether or not such day shall be a
Business Day) and an Interest Payment Date or on an Interest Payment Date, the first day that interest shall be payable will be on the Interest Payment Date following the next succeeding Record Date.
In the event of a Default in the payment of interest, interest will be payable as provided in that certain Indenture dated as of June 19, 2008 (the
"Indenture"), by and between the Company and Deutsche Bank Trust Company Americas, a corporation duly organized and existing under the laws 


B-2







 



of
the State of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture). 



        Pursuant
to the provisions of the Indenture, the Company will maintain an agency at Deutsche Bank Trust Company Americas in The City of New York, New York (the
"Bank"), or at such other agencies as may from time to time be designated, where the Notes may be presented for payment, for registration of transfer
and exchange, and where notices or demands to, or upon, the Company may be served. 


        The
interest so payable on the dates specified above will, subject to certain exceptions provided in the Indenture, be paid to the person in whose name this Note is registered at the
close of business on the Record Date for such Interest Payment Date, which shall be the date 15 calendar days prior to each Interest Payment Date whether or not such day shall be a Business Day;  provided,
however, that interest payable at Stated Maturity or, if applicable, upon redemption or repurchase, shall be payable to the person to whom
principal shall be payable. Payment of the principal of and interest on this Note will be made at the Bank in U.S. dollars; provided, however, that
payments of interest (other than any interest payable at Stated Maturity or upon redemption or repurchase) may be made at the option of the Company (i) by checks mailed to the addresses of the
persons entitled thereto as such addresses shall appear in the Register of the Notes or (ii) by wire transfer to persons who are holders of record at such other addresses that have been filed
with the Bank on or prior to the Record Date. 


        Payment
of the principal, premium, if any, and interest payable at Stated Maturity, or, if applicable, upon redemption or repurchase, on this Note will be made in immediately available
funds at the request of the holder provided that this Note is presented to the Bank in time for the Bank to make such payments in such funds in
accordance with its normal procedures. 


        Reference
is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. 


        Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee or a duly designated authentication agent by manual signature, this Note shall not be
entitled to any benefit under said Indenture, or be valid or obligatory for any purpose. 



        IN
WITNESS WHEREOF, Constellation Energy Group, Inc. has caused this instrument to be executed in its corporate name with the manual or facsimile signature of its President or a
Vice President and a facsimile of its corporate seal to be imprinted hereon, attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. 


B-3







 


					
	Dated:	 	 
	

CONSTELLATION ENERGY GROUP, INC.	
 	

 
	

By:	
 	

  







	
 	

 
	

ATTEST:	
 	

 







	
 	

[SEAL]
	

CERTIFICATE OF AUTHENTICATION	
 	

 
	

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

Dated:	
 	

 
	

DEUTSCHE BANK TRUST COMPANY AMERICAS	
 	

 
	

By:	
 	

  





Authorized Signatory

	
 	

 




B-4








 








































 
 

  (REVERSE)    
    
    CONSTELLATION ENERGY GROUP, INC.    
    

SERIES                        , due    
    
    (FLOATING RATE NOTE)    
    



        This Note is one of a duly authorized issue of debt securities (the "Securities") of
the Company, of a series designated as its Series                        ,
due                                    (herein called the
"Notes"), limited (except as otherwise
provided in the Indenture) in aggregate principal amount to
$                                    , issued and to be issued under
the Indenture, to which Indenture and all relevant indentures supplemental thereto
reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Bank and the Securityholder and the terms upon which
the Notes are, and are to be, authenticated and delivered. The Securities, of which the Notes constitute a series, may be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest at different rates, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture
provided. All capitalized terms not otherwise defined herein shall have the definitions assigned to them in the Indenture. 


        Commencing
with the applicable Interest Reset Date first following the Original Issue Date specified on the face hereof, the rate at which interest on this Note is payable shall be reset
daily, weekly, monthly, quarterly, semi-annually or annually as shown on the face hereof. The interest
rate per annum for each interest reset period shall be calculated on the applicable Interest Determination Date specified on the face hereof and shall be the Interest Rate Basis specified on the face
hereof, determined in accordance with the provisions of the applicable heading below, adjusted by adding or subtracting a Spread and/or multiplying by a Spread Multiplier, as the case may be,
specified on the face hereof; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset
Date with respect to this Note will be the Initial Interest Rate specified on the face hereof and (ii) the interest rate in effect for the ten days immediately prior to the Stated Maturity or
redemption or repurchase will be that in effect on the tenth day preceding such Stated Maturity or redemption or repurchase. Each such adjusted rate shall be applicable on and after the Interest Reset
Date to which it relates, to, but not including, the next succeeding Interest Reset Date or until the Stated Maturity, or the date of redemption or repurchase, as the case may be. If any Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day (as defined below), except that if the
Interest Rate Basis specified on the face hereof is LIBOR, and if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
Subject to provisions of applicable law and except as specified herein, on each Interest Reset Date the rate of interest on this Note shall be the rate determined in accordance with the provisions of
the applicable heading below. 


        All
percentages resulting from any calculation on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from
such calculation will be rounded to the nearest cent with one-half cent being rounded upward. 



DETERMINATION OF CD RATE. 


        If
the Interest Rate Basis on this Note is the CD Rate, the CD Rate with respect to this Note shall equal the rate on each Interest Determination Date
designated on the face hereof for negotiable certificates of deposit having the Index Maturity designated on the face hereof as published in 


B-5







 



H.15(519) under
the heading "CDs (Secondary Market)." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face
hereof pertaining to such Interest Determination Date, then the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit having the Index Maturity as
published in Composite Quotations under the heading "Certificates of Deposit." If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date
nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the CD Rate for that CD Interest Determination Date shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to
the Index Maturity in a denomination of $5,000,000; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate as adjusted for the Spread and/or Spread Multiplier, as the case may
be, for the immediately preceding interest reset period. 


        The
CD Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof;  provided, however, that
(i) the interest rate in effect for the period from the Original Issue Date to first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof, and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the
tenth day preceding such Stated Maturity or redemption. 


DETERMINATION OF COMMERCIAL PAPER RATE. 


        If
the Interest Rate Basis on this Note is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall equal the Money Market Yield
(calculated as described below) of the rate on each Interest Determination Date designated on the face hereof for commercial paper having the Index Maturity designated on the face hereof as published
in H.15(519) under the heading "Commercial Paper." In the event that such rate is not published prior to
9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the Money Market
Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity as published in Composite Quotations under the heading "Commercial Paper." If such rate was neither
published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Commercial Paper
Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York
City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity
designated on the face hereof placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized rating agency; provided,
however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the
applicable period will be the same as the Commercial Paper Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. 



        "Money Market Yield" shall be a yield (expressed as a percentage rounded upwards, if necessary, to the next higher one-hundred
thousandth of a percentage point) calculated in accordance with the following formula: 



									
	 	 	  

Money Market Yield =	 	D × 360





360 - (D × M)	 	 
 ×100	 	 





B-6







 

where
"D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the period for which interest is
being calculated. 


        The
Commercial Paper Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof;  provided, however,
that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the
tenth day preceding such Stated Maturity or redemption. 


DETERMINATION OF LIBOR. 


        If
the Interest Rate Basis on this Note is LIBOR, LIBOR with respect to this Note will be determined by the Calculation Agent in accordance with the following
provisions: 



        (a)   With
respect to any Interest Determination Date, LIBOR will be determined by either (i) the arithmetic mean of the offered rates for deposits in U.S. dollars
having the Index Maturity designated on the face hereof, commencing on the second Business Day immediately following such Interest Determination Date, which appear on the Reuters Screen LIBO Page as
of 11:00 A.M., London time, on that Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page, or (ii) the rate for deposits in U.S. dollars
having the Index Maturity designated on the face hereof, commencing on the second Business Day immediately following such Interest Determination Date, that appears on the Telerate Page 3750 as
of 11:00 a.m., London time, on such Interest Determination Date. If neither Reuters Screen LIBO Page nor Telerate Page 3750 is specified on the face hereof, LIBOR will be determined as
if Telerate Page 3750 had been specified. 


        (b)   With
respect to an Interest Determination Date on which fewer than two offered rates appear on the Reuters Screen LIBO Page or no rate appears on Telerate
Page 3750 for the applicable Index Maturity as described in (a) above, LIBOR will be determined on the basis of the rates at approximately 11:00 A.M., London time, on such
Interest Determination Date at which deposits in U.S. dollars having the Index Maturity designated on the face hereof are offered to prime banks in the London interbank market by four major banks in
the London interbank market selected by the Calculation Agent commencing on the second Business Day immediately following such Interest Determination Date and in a principal amount not less than
$1,000,000 that in the Calculation Agent's judgment is representative for a single transaction in such market at such time (a "Representative Amount").
The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of the rates quoted
at approximately 11:00 A.M., New York City time, on such Interest Determination Date by three major banks in The City of New York, selected by the Calculation Agent, for loans in U.S. dollars
to leading European banks having the specified Index Maturity commencing on the second Business Day immediately following such Interest Determination Date and in a Representative Amount;  provided, however, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as LIBOR as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. 




        LIBOR
determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof;  provided, however, that (i) the



B-7







 

interest
rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof and (ii) the interest rate in
effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. 


DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE. 


        If
the Interest Rate Basis on this Note is the Federal Funds Effective Rate, the Federal Funds Effective Rate with respect to this Note shall equal with
respect to each Interest Determination Date designated on the face hereof the rate on such date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if
not so published prior to 11:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Federal Funds Effective
Rate will be the rate on such Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate was neither published in
H.15(519) by 11:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the Federal Funds Effective Rate
for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates, as of 11:00 A.M., New York City time, on that Interest
Determination Date, for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent;  provided,
however, that if fewer than three brokers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate
of interest in effect for the applicable period will be the same as the Federal Funds Effective Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately
preceding interest reset period. 


        The
Federal Funds Effective Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face
hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will
be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect
on the tenth day preceding such Stated Maturity or redemption. 


DETERMINATION OF PRIME RATE. 


        If
the Interest Rate Basis on this Note is the Prime Rate, the Prime Rate with respect to the Note shall equal with respect to each Interest Determination Date
designated on the face hereof the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is not published prior to 9:00 A.M., New York
City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to the
next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear on the Reuters Screen USPRIMEONE Page as such bank's prime
rate or base lending rate as in effect for that Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE Page for the Interest
Determination Date, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close
of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are provided, the Prime Rate
shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if the banks 


B-8







 



selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted
for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. 



        The
Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof;  provided, however, that
(i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the
tenth day preceding such Stated Maturity or redemption. 



DETERMINATION OF TREASURY RATE. 


        If
the Interest Rate Basis on this Note is the Treasury Rate, the Treasury Rate with respect to this Note shall equal with respect to each Interest
Determination Date designated
on the face hereof the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity designated on the face hereof as published in
H.15(519) under the heading, "U.S. Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index
Maturity designated on the face hereof are neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date, nor otherwise published or reported as provided
above by 3:00 P.M., New York City time on such date, or if no such auction is held in a particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as
of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the
Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Treasury
Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. 


        The
Treasury Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof;  provided, however, that
(i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the
tenth day preceding such Stated Maturity or redemption. 


DETERMINATION OF CMT RATE 


        If
the Interest Rate Basis on this Note is the CMT Rate, the CMT Rate with respect to this Note shall equal with respect to each Interest Determination Date
designated on the face hereof the rate displayed on the Designated CMT Telerate Page under the caption "...Treasury Constant Maturities.. Federal Reserve Board Release H.15... Mondays Approximately
3:45 P.M.," under the column for the Index Maturity designated on the face hereof (i) if the Designated CMT Telerate Page is 7055, the rate for the applicable Interest Determination Date
and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the Interest 


B-9







 



Determination
Date occurs. If no page is specified on the face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent week. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate
for the Index Maturity designated on the face hereof as published in the relevant H.15 (519). If such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity on the face hereof (or other United States Treasury
rate for such Index Maturity for that Interest Determination Date with respect to such Interest Reset Date) as may then be published by either the Federal Reserve Board or the United States Department
of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information
is not provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be
a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date
reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States
("Treasury Note") with an original maturity of approximately the Index Maturity designated on the face hereof and a remaining term to maturity of not
less than such Index Maturity minus one year. If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the Index
Maturity designated on the face hereof, the quotes for the Treasury Note with the shorter remaining term to maturity will be used. If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity designated on the face hereof and a remaining term to maturity closest to such Index
Maturity and in an amount of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated;  provided,
however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the rate of interest in
effect for the applicable period will be the same as the CMT Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding Interest Reset Period. 



        The
CMT Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof;  provided, however, that
(i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof; and (ii) the interest rate, in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the
tenth day preceding such Stated Maturity or redemption. 



        Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face
hereof. The 


B-10







 



Calculation
Agent shall calculate the interest rate on this Note in accordance with the foregoing on each Interest Determination Date. 


        The
Interest Rate on this Note will in no event be higher than the maximum rate permitted by Maryland law as the same may be modified by the United States law of general applicability. 



        The
Calculation Agent will, upon the request of the Holder of this Note provide to such Holder the interest rate hereon then in effect and, if different, the interest rate which will
become effective as of the next applicable Interest Reset Date. 


        If
any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a
Business Day, except that if (i) the rate of interest on this Note shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above, and (ii) such
Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. "Business Day" means
any day other than a Saturday or Sunday that (a) is not a day on which banking institutions in the State of Maryland, or in New York, New York, are authorized or obligated by law or executive
order to be closed, and (b) with respect to LIBOR Notes only, is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. 


        Interest
payments for this Note will include interest accrued to but excluding the Interest Payment Dates; provided, however, that if the
Interest Reset Dates with respect to this Note are daily or weekly, interest payable on any Interest Payment Date, other than interest payable on any date on which principal hereof is payable, will
include interest accrued to and including the Record Date next preceding such Interest Payment Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon
has been paid, as the case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the
interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, as the case may be, to the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for each such day shall be computed by dividing
the interest rate (expressed as a decimal, rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) applicable to each such day by 360, in the case of the
Commercial Paper Rate, CD Rate, LIBOR, Federal Funds Effective Rate or Prime Rate, or by the actual number of days in the year in the case of the Treasury Rate or the CMT Rate. 


        This
Note may not be redeemed by the Company prior to Stated Maturity unless otherwise set forth on the face hereof. Notwithstanding Section 4.03 of the Indenture, pursuant to
Section 4.01 thereof, and if so indicated on the face of this Note, this Note may be redeemed at the option of the Company, on any date on or after the date set forth on the face hereof in
whole or in part in increments of $1,000, at a redemption price or prices designated on the face hereof to be redeemed together with interest thereon payable to the date fixed for redemption. This
Note may be so redeemed in whole or in part whether or not other Notes of the same series are redeemed. 



        Notice
of redemption or repurchase will be given by the Company by mail to holders of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. The Bank may carry out the responsibilities to be performed by the Trustee required by Article 4 of the Indenture. 


        The
Company is not required to repurchase Notes from holders prior to Stated Maturity unless otherwise set forth on the face hereof. If so indicated on the face hereof, this Note may be
repurchased by the Company at the option of the holder on the dates and at the prices designated thereon, in whole or in part in increments of $1,000, together with interest payable to the repurchase
date. For book-entry notes, unless otherwise specified on the face of this Note, holders must deliver written 


B-11







 



notice
to the Bank at least 30, but no more than 60, days prior to the date of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. The written notice
must specify the principal amount to be repurchased and must be signed by a duly authorized officer of the Depositary participant (signature guaranteed). For definitive notes, unless otherwise
specified on the face of this Note, holders must complete the "Option to Elect Repayment" on the reverse of this Note and then deliver this Note to the Bank at least 30, but no more than 45, days
prior to the date of repurchase, but no later than 5:00 p.m. New York City time on the last day for giving notice. All notices are irrevocable. 


        In
the event of redemption or repurchase of this Note in part only, a new Note or Notes of this series, having the same Stated Maturity, optional redemption or repurchase provisions,
Interest Rate and other terms and provisions of this Note, in authorized denominations in an aggregate principal amount equal to the unredeemed portion hereof will be issued in the name of the holder
hereof upon the surrender hereof. 


        [Remarketing
provisions, if any, to be included here] 


        The
Notes will not be subject to conversion, amortization or any sinking fund. 


        As
provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note may be registered on the Register of the Notes, upon surrender of
this Note for registration of transfer at the Bank, or at such other agencies as may be designated pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Trustee or the Bank duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee or transferees. 


        The
Notes are issuable only as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. As provided in the
Indenture, and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of other authorized denominations having the same
Interest Rate, Stated Maturity, optional redemption or repurchase provisions, if any, and Original Issue Date, as requested by the Securityholder surrendering the same. 



        No
service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Company, the Trustee, the Bank, the Security registrar and any agent of the Company, the Trustee, the Bank, or the Security registrar may treat the Securityholder
in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither
the Company, the Trustee, the Bank, the Security registrar nor any such agent shall be affected by notice to the contrary. 



        If
an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture. 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders
of the Securities of any series under the Indenture at any time by the Company with the consent of the holders of not less than 662/3% in aggregate principal amount of the Securities at
the time outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities
of any series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the
interest of the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in 


B-12







 



aggregate
principal amount of the Securities of any series at the time outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder
and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note. 


        The
Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the
Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the outstanding Securities of such series
and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not prevent the holder hereof from enforcing payment
of the principal of or interest on this Note. 


        No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 


        No
recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released. 


        This
Note shall be governed by and construed in accordance with the laws of the State of New York. 


B-13








 








































 
 

  ASSIGNMENT FORM    
    


        To assign this Note, fill in the form below: 



			
	Assignee's Social Security or Tax I.D. Number:	 	 








	

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
	

  








	

  









	

 








	

 





(Print or Type Assignee's Name, Address and Zip Code)
	

the within Note of the Company and hereby does irrevocably constitute and appoint
	

  








	

 








	

 








	

  








	

Attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.







					
	 





Signature of Assignor

(Sign exactly as name appears on the face of the Note)	 	 
	

Dated:	
 	

  







	
 	

                                         
                                          
   




B-14








 








































 
 

  [HOLDER'S OPTION TO ELECT REPURCHASE]    
    
    [IN THE CASE OF CERTIFICATED NOTES ONLY]    
    


        The undersigned hereby irrevocably requests and instructs the Company to repurchase the within or attached Note (or portion thereof
specified below) pursuant to its terms at a price equal to    % of the principal amount thereof, together with accrued interest, if any, to the repurchase date, to the undersigned, at 



	
	






 
	





(Print or type name, address and phone number of the undersigned)







        For
the within or attached Note to be repurchased on the repurchase date, the Bank must receive at least 30, but not more than 45, days prior to the date of repurchase, but no later than
5:00 p.m. New York City time on the last day for giving notice, (i) this Note with the "Option to Elect Repayment" form duly completed or (ii) a telegram, telex, facsimile
transmission or letter from a member of a
national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth the name, address and
telephone number of the holder of such Note, the principal amount of such Note, the amount of the Note to be repurchased, a statement that the option to elect repayment is being made thereby and a
guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of such Note duly completed will be received by the Bank not later than five Business Days after
the date of such telegram, telex, facsimile transmission or letter, and such Note and form are received by the Bank by such fifth Business Day. 


        If
less than the entire principal amount of the within or attached Note is to be repurchased, specify the portion to be repurchased: $            and specify the denomination or
denominations of the Note or Notes to be issued to the holder for the portion of the Note not being repurchased (in the absence of specific instruction, one such Note will be issued):
$            . 


        NOTICE:
The signature to this Option to Elect Repayment must correspond with the names as written upon the face of the within instrument in every particular, without alteration or
enlargement or any change whatever. 



					
	 





Signature of Assignor

(Sign exactly as name appears on the face of the Note)	 	                                        
                                          
    
	

Dated:	
 	

  





	
 	

 




B-15








 








































 
 

  EXHIBIT C    
    


 
    Form of Zero Coupon Unsecured Debt Securities    
    



        THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 


        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


        TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 



        THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. SOLELY FOR PURPOSES OF APPLYING THE RELEVANT U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
RULES, FOR EACH $1,000 STATED PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $            ; THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
$                                    ; THE ISSUE DATE IS
JUNE            ,
2008 AND THE YIELD TO MATURITY IS            % PER ANNUM, COMPOUNDED SEMI-ANNUALLY. 


C-1








 








































 
 

  (FACE OF NOTE)    
    
    CONSTELLATION ENERGY GROUP, INC    
    
    ZERO COUPON SENIOR NOTE DUE 20       
    





			
	No.            .	 	$                                    
	

 	
 	

CUSIP NO:                                    






        PRINCIPAL
AMOUNT AT MATURITY: $



        SPECIFIED
CURRENCY: U.S. Dollar



        ORIGINAL
ISSUE DATE:



        MATURITY
DATE:



        INTEREST
RATE PER ANNUM: 0.00%. 


        ORIGINAL
ISSUE DISCOUNT: The difference between the original issue price and the aggregate principal amount at maturity is referred to herein as the "original
issue discount." This original issue discount will accrue at a rate of            % per year, compounded semiannually
on                                    and     
                               of each year
until maturity or until the Notes are prepaid at the option of the holder. The accrual of original issue discount will be calculated using a 360-day year comprised of twelve 30 days
months. 


        Constellation
Energy Group, Inc., a Maryland corporation (herein called the "Company." which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of
$                                    
(                                    ), or
the principal sum set forth on the Schedule of Increases or Decreases of interests in the Global Security attached hereto,
on                                    ,
20            , (the "Maturity
Date"), provided that if such day is not a Business Day, the payment of principal may be made on the next succeeding Business Day, as if it were made on the date this payment
was due, and no original issue discount will accrue as a result of this delayed payment, at the office or agency of the Company referred to below. This Note will not bear interest. This Note has been
issued with original issue discount. 


        Payment
of the principal of this Note will be made at the office or agency of the Company maintained for that purpose (which initially will be the office of the Trustee maintained at 60
Wall Street, 27th Floor, MS: NYC60-2710, New York, New York 10005, or at such other office or agency of the Company as may be maintained for such purpose), in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 


        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. 


        Unless
the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose. 


C-2









 




































 
        IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



					
	Dated:	 	 
	

CONSTELLATION ENERGY GROUP, INC.	
 	

 
	

By:	
 	

  







	
 	

 
	

ATTEST:	
 	

 







	
 	

[SEAL]
	

CERTIFICATE OF AUTHENTICATION	
 	

 
	

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

Dated:	
 	

 
	

DEUTSCHE BANK TRUST COMPANY AMERICAS	
 	

 
	

By:	
 	

  





Authorized Signatory

	
 	

 




C-3








 



































  
(REVERSE OF NOTE) 


        1.    Indenture.    This Note is one of a duly authorized issue of securities of the
Company designated as its Zero Coupon Senior Notes due 20            (herein called the "Notes"), issued under an indenture (herein called the "Indenture") dated as of June 19, 2008,
between the Company and Deutsche Bank Trust Company Americas, as trustee (herein called the "Trustee" which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and
the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. 


        Capitalized
terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Indenture. 


        The
terms of the Notes include those stated in the Indenture (except as superseded by the terms set forth in the Notes) and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. § 77aaa-77bbbb) (the "TIA"); as in effect on the date of the Indenture. Notwithstanding
anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. 


        No
reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of this Note at the times, place, and rate, and in the coin or currency, herein prescribed. 


        2.     Original
Issue Discount. The Notes shall accrue original issue discount on a 360-day year of twelve 30-day months, compounding on each
                        and                 
       . The "Accreted Value" of the Notes on any compounding date (each such compounding date, an
"Accreted Value Calculation Date") shall be equal to the product of (i) the aggregate principal amount at maturity and (ii) the accretion
factor for such date as set forth in the accretion value schedule below (the "Accretion Factor"). The "Accreted
Value" of the Notes on any date between two Accreted Value Calculation Dates (an "Interim Date") shall be equal to the sum of
(x) the Accreted Value on the first such Accreted Value Calculation Date and (y) the product of (A) 1/180th of the difference between the Accreted Values on
the second and the first such Accreted Value Calculation Dates and (B) the number of days (based on a 360-day year of twelve 30-day months) from and including the first
of the two Accreted Value Calculation Dates to but excluding the Interim Date. 


 Accretion Value Schedule  



								
	Accretion Calculation Date



 
	 	Accretion Factor % 	 	Accretion Value

(in Dollars) 	 
	
	 	 	 	 	 	 	 






        3.    Redemption and Repurchase.    The Notes are not redeemable. 


        Beginning
on                        , 20            and on the same day each
year thereafter, holders of the Notes shall have the right to require the Company to purchase all or a portion of
their Notes on the dates and at the prices set forth below in the following Prepayment Schedule. Such date is referred to herein as a "Purchase Date." 


Prepayment Schedule  



					
	Purchase Date



 
	 	Purchase Price per million

principal amount at maturity in

Dollars 	 
	
	 	 	 	 





C-4







 

        The
purchase prices shown above are equal to the original issue price plus accrued original issued discount to the applicable Purchase Date. A holder of a Note electing to require the
Company to purchase all or a portion of their Notes must provide written notice via facsimile and courier to the trustee and the Company at least 20 Business Days prior to a Purchase Date. Such notice
shall state (i) the portion of the principal amount at maturity of the Notes that such holder is electing to have purchased, which must be $1,000,000 principal amount at maturity or an integral
multiple of $1,000 in excess thereof, (ii) that the Notes are to be purchased pursuant to the applicable provisions of the Notes and (iii) the applicable purchase price, as indicated in
the above Prepayment Schedule. 


        The
Company's obligation to pay the purchase price of Notes, for which a written notice has been delivered is conditioned upon the holder delivering the Notes (through the facilities of
The Depositary Trust Company ("DTC") while the Notes are registered and held by DTC) specified in the written notice, together with the necessary
endorsements, to the trustee at any time after delivery of the written notice. The Company shall cause the purchase price for such Notes to be paid promptly following the later of the Purchase Date or
the time of delivery of the Notes, provided that if such day is not a Business Day, the payment of the purchase price may be made on the next succeeding Business Day, as if it were made on the date
this payment was due, and no original issue discount shall accrue as a result of this delayed payment. If the trustee holds money sufficient to pay the purchase price of the Notes on the Purchase
Date, then, whether or not such Notes are delivered to the trustee, original issue discount on such Notes will cease to accrue beginning on the Purchase Date and, immediately after the Purchase Date,
such Notes shall cease to be outstanding. Thereafter, all other rights of the holders of such Notes shall terminate, other than the right to receive the purchase price upon delivery of such Notes. 



        4.    Defaults and Remedies.    If an Event of Default occurs and is continuing, the
Accreted Value of all of the Outstanding Notes of this series on the date the Notes are paid (rather than the principal amount as provided in the Indenture), may be declared due and payable in the
manner and with the effect provided in the Indenture. 


        5.    Amendment and Waivers.    The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of any series under the Indenture at any time by the
Company with the consent of the holders of not less than 662/3% in aggregate principal amount of the Securities at the time
Outstanding to be affected (voting as one class). The Indenture also permits the Company and the Trustee to enter into supplemental indentures without the consent of the holders of Securities of any
series for certain purposes specified in the Indenture, including the making of such other provisions in regard to matters arising under the Indenture which shall not adversely affect the interest of
the holders of such Securities. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Securities of any series at the time
Outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. 


        The
Indenture provides that no holder of any Security of any series may enforce any remedy with respect to such series under the Indenture except in the case of refusal or neglect of the
Trustee to act after notice of a continuing Event of Default and after written request by the holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series
and the offer to the Trustee of reasonable indemnity; provided, however, that such provision shall not prevent the holder hereof from enforcing payment
of the principal of or interest on this Note. 


C-5







 

        In
addition to clauses (i) and (ii) of Section 11.02 of the Indenture, no such supplemental indenture or waiver (including a waiver pursuant to Section 7.07 of the
Indenture) shall, without the consent of the Holder of each Outstanding Note affected thereby: 



        (iii)  alter
the Company's obligation to purchase Notes as it arises hereunder; 


        (iv)  alter
the calculation of Accreted Value; or 


         (v)  modify
Section 3 of this Note. 




        6.    Denominations. Transfers and Exchanges.    The Notes are issuable only in
registered form without coupons in minimum denominations of $1,000,000 and any integral multiple of $1,000. 



        As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the applicable Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company, maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Register duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 


        7.    Persons Deemed Owners.    Prior to and at the time of due presentment of this Note
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 


        In
determining whether the Holders of the requisite principal amount of the Notes of this series Outstanding have given any request, demand, authorization, direction, notice, consent or
waiver under the Indenture, the principal amount that shall be deemed to be Outstanding shall be the Accreted Value of the Notes on the date of determination. 


        8.    Unclaimed Money.    If money deposited with the Trustee or any applicable agent for
the payment of Accreted Value of the Notes remains unclaimed for two years, the Trustee and such paying agent shall return the money to the Company. After that, Holders entitled to the money must look
to the Company for payment unless applicable abandoned property law designates another Person and all liability of the Trustee and such paying agent shall cease. Other than as set forth in this
paragraph, the Notes and the Indenture, respectively, do not provide for any periods for the escheatment of the payment of Accreted Value on the Notes. 


        9.    GOVERNING LAW.    THIS NOTE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



        The
Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture. Requests may be made to: Constellation Energy Group, Inc.,
750 East Pratt Street, Baltimore, Maryland 21202, Attention: Treasurer. 


C-6








 








































 
 

  ASSIGNMENT FORM    
    


        If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed: 


I
or we assign and transfer this Note to 





			
	 








	(Insert assignee's social security number)	 	  








	  








	  








	 





(Print or type assignee's name, address and zip code) and irrevocably appoint
	 





agent to transfer this Note on the books of the Company. The agent may substitute another to act for such agent.







C-7








 








































 
 

  OPTION OF HOLDER TO ELECT PURCHASE    
    


        If you wish to have this Note purchased by the Company, check the box:    o 



        If you wish to have a portion of this Note purchased by the Company, state the amount: 





							
	$





Date:	 	 	 	 
	

 	
 	

 	
 	

Your Signature:	
 	

  





(Sign exactly as your name appears on the side of this NOTE)
	

 	
 	

 	
 	

By:	
 	

 





NOTICE: to be executed by an executive officer
	

Signature Guarantee:	
 	

  





	
 	

 	
 	

 





C-8








 








































 
 

  SCHEDULE OF INCREASES OR DECREASES OF INTEREST IN THE GLOBAL NOTE    
    


        The initial outstanding principal amount at maturity of this Global Security is
$                                    . 



        The
following increases or decreases in this Global Security have been made: 



									
	Date



 
	 	Amount of

decrease in

Principal Amount

at Maturity 	 	Amount of

increase in

Principal Amount

at Maturity of this

Global Security 	 	Principal Amount

at Maturity of this

Global Security

following such

decrease or

increase 	 	Signature of

authorized officer

of Trustee or Note

Custodian 
	 

    
	 	 	 	 	 	 	 	 
	    
	 	 	 	 	 	 	 	 





C-9








 








































 
 

  EXHIBIT D    
    


 
    [FORM OF CERTIFICATE OF TRANSFER]    
    


Constellation
Energy Group, Inc.

750 East Pratt Street

Baltimore, MD 21202

Attention:    Secretary of the Company 


Deutsche
Bank Trust Company Americas

60 Wall Street, 27th Floor

New York, NY 10005

Attention: Trust and Securities Services 



	Re:
	[            ]
Notes due [                        ] 




        Reference
is hereby made to the Indenture, dated as of June 19, 2008 (the "Indenture"), between Constellation Energy
Group, Inc., a Maryland corporation, as issuer (the "Company"), and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture. 


                                        
    ,
(the "Transferor") owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of
$                                    in such Note[s] or interests (the
"Transfer"),
to                                    (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that: 



[CHECK
ALL THAT APPLY] 


	1.
	o    Check if Transferee will take delivery of a beneficial interest in a
Restricted Global Security or a Restricted Definitive Security Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule l44A under
the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Restricted Definitive Security is being transferred to a person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Restricted
Definitive Security for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Restricted Definitive Security
will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Security and/or the Restricted Definitive Security and in the Indenture and
the Securities Act.



	2.
	o    Check and complete if Transferee will take delivery of a beneficial
interest in a Definitive Security pursuant to any provision of the Securities Act other than Rule 144A. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Securities and Restricted Definitive Securities and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 



        (a)   o    such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 



        or 


        (b)   o    such
Transfer is being effected to the Company or a subsidiary thereof; 



D-1







 


        or 


        (c)   o    such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and
in compliance with the prospectus delivery requirements of the Securities Act.  



	3.
	o    Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Security or of an Unrestricted Definitive Security.





        (a)   o    Check if Transfer is pursuant to Rule 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive Securities and in
the Indenture. 


        (b)   o    Check if Transfer is Pursuant to Other Exemption.
(i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or
Restricted Definitive Securities and in the Indenture. 




        This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 





					
	 	 	[Insert Name of Transferor]
	

 	
 	

By:	
 	

  





Name:

Title:
	

Dated:                                    ,
                        	
 	

 	
 	

 





D-2








 




































 
ANNEX A TO CERTIFICATE OF TRANSFER 


	1.
	The
Transferor owns and proposes to transfer the following: 


[CHECK
ONE OF (a) OR (b)] 


	(a)
	o    a
beneficial interest in the Restricted Global Security; or



	(b)
	o    a
Restricted Definitive Security.



	2.
	After
the Transfer the Transferee will hold: 




[CHECK ONE] 


	(a)
	o    a
beneficial interest in the:



	(i)
	o    Restricted
Global Security (CUSIP                        ), or



	(ii)
	o    Unrestricted
Global Security (CUSIP                        ); or






	(b)
	o    Restricted
Definitive Security; or



	(c)
	o    an
Unrestricted Definitive Security, 



in accordance with the terms of the Indenture. 


D-3








 




































  EXHIBIT E  


[FORM OF CERTIFICATE OF EXCHANGE]


Constellation
Energy Group, Inc.

750 East Pratt Street

Baltimore, MD 21202

Attention:    Secretary of the Company



Deutsche
Bank Trust Company Americas

60 Wall Street, 27th Floor

New York, NY 10005

Attention: Trust and Securities Services 



	Re:
	[            ]
Notes due [                        ] 




        Reference
is hereby made to the Indenture, dated as of June 19, 2008 (the "Indenture"), between, Constellation energy
Group, Inc., a Maryland corporation, as issuer (the "Company"), and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture. 


                                ,
(the "Owner") owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $                        in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:


	1.
	Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive
Securities or Beneficial Interests in an Unrestricted Global Security .




        (a)    o    Check if Exchange is from beneficial
interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security.    In connection with the Exchange of the Owner's beneficial
interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant
to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global
Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 


        (b)    o    Check if Exchange is from beneficial
interest in a Restricted Global Security to Unrestricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Security is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 


        (c)    o    Check if Exchange is from Restricted
Definitive Security to beneficial interest in an Unrestricted Global Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for a
beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer 


E-1







 



contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States. 


        (d)    o    Check if Exchange is from Restricted
Definitive Security to Unrestricted Definitive Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for an Unrestricted Definitive
Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States. 


	2.
	Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities for Restricted Definitive
Securities or Beneficial Interests in Restricted Global Securities.



        (a)    o    Check if Exchange is from beneficial
interest in a Restricted Global Security to Restricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act. 


        (b)    o    Check if Exchange is from Restricted
Definitive Security to beneficial interest in a Restricted Global Security.    In connection with the Exchange of the Owner's Restricted Definitive Security for a
beneficial interest in the Restricted
Global Security, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. 



        This
certificate and the statements contained herein are made for your benefit and the benefit of the Company. 



							
	 	 	 	 	  





[Insert Name of Owner]
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	Title:
	

Dated:	
 	

                        ,        	
 	

 	
 	

 





E-2











QuickLinks



Exhibit 4(a)



CROSS-REFERENCE TABLE


ARTICLE 4 REDEMPTION


ARTICLE 5 COVENANTS

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

ARTICLE 7 DEFAULTS AND REMEDIES


ARTICLE 8 TRUSTEE



ARTICLE 9 CONCERNING THE SECURITYHOLDERS

ARTICLE 10 SECURITYHOLDERS' MEETINGS

ARTICLE 11 SUPPLEMENT INDENTURES

ARTICLE 12 CONSOLIDATION, MERGER AND SALE

ARTICLE 13 SATISFACTION AND DISCHARGE

ARTICLE 14 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

ARTICLE 15 SINKING FUNDS


ARTICLE 16 CONVERSION OF SECURITIES



ARTICLE 17 MISCELLANEOUS PROVISIONS




EXHIBIT A


CONSTELLATION ENERGY GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND [title]


(REVERSE)  CONSTELLATION ENERGY GROUP, INC. [title]


ASSIGNMENT FORM


(REVERSE)  CONSTELLATION ENERGY GROUP, INC. SERIES , due (FLOATING RATE NOTE)


ASSIGNMENT FORM


[HOLDER'S OPTION TO ELECT REPURCHASE] [IN THE CASE OF CERTIFICATED NOTES ONLY]



EXHIBIT C


Form of Zero Coupon Unsecured Debt Securities


(FACE OF NOTE) CONSTELLATION ENERGY GROUP, INC ZERO COUPON SENIOR NOTE DUE 20


ASSIGNMENT FORM


OPTION OF HOLDER TO ELECT PURCHASE


SCHEDULE OF INCREASES OR DECREASES OF INTEREST IN THE GLOBAL NOTE



EXHIBIT D


[FORM OF CERTIFICATE OF TRANSFER]