BY-LAWS of CONSTELLATION ENERGY GROUP, INC. Amended as of February 25, 2002 
   ARTICLE I OFFICES AND
HEADQUARTERS Section 1. - Name. The name of the
corporation is Constellation Energy Group, Inc. (the Corporation). Section 2. - Offices. The principal office of
the Corporation is 250 West Pratt Street, Baltimore, Maryland 21201. The
Corporation may also have other offices at such other places, either within or
without the State of Maryland, as the Board of Directors of the Corporation
(the Board) may determine or as the activities of the Corporation may
require. ARTICLE II STOCKHOLDERS Section 1. - Place of
Meetings. Meetings of
stockholders of the Corporation shall be held at such places, either within or
without the State of Maryland as may be fixed from time to time by the Board
and stated in the notice of meeting or in a duly executed waiver of notice
thereof. Section 2. - Annual
Meetings. The Annual Meeting of the
stockholders for the election of Directors and for the transaction of general
business shall be held on any date during the period of May 1 through May 31,
as determined year to year by the Board. 
The time and location of the meeting shall be determined by the Board.  Failure to hold an Annual Meeting does not
invalidate the Corporations existence or affect any otherwise valid corporate
acts. The Chief
Executive Officer of the Corporation shall prepare, or cause to be prepared, an
annual report containing a full and correct statement of the affairs of the Corporation,
including a balance sheet and a financial statement of operations for the
preceding fiscal year, which shall be submitted to the stockholders at or prior
to the Annual Meeting. Section 3. - Special
Meetings. Special meetings
of the stockholders may be held in the City of Baltimore or in any county in
which the Corporation provides service or owns property upon call by the
Chairman of the Board, President or a majority of the Board whenever they deem
expedient, or by the Secretary upon the written request of the holders of
shares entitled to not less than a majority of all the votes entitled to be
cast at such meeting.  Such request of
the stockholders shall state the purpose or purposes of the meeting and the
matters proposed to be acted on thereat and shall be delivered to the
Secretary, who shall inform such stockholders of the reasonably estimated cost
of preparing and mailing such notice of the meeting, and upon payment to the
Corporation of such costs the Secretary shall give notice stating the purpose
or purposes of the meeting to all stockholders entitled to vote at such
meeting.  The business at all special
meetings shall be confined to that specifically named in the notice thereof. 2 
   Section 4. - Notice and
Waiver; Organization of Meeting. When stockholders are
required or permitted to take any action at a meeting whether special or
annual, written or printed notice of every meeting shall be given to each
stockholder entitled to vote at the meeting and each other stockholder entitled
to notice of the meeting.  The notice
shall state the place, day, and hour of such meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.  The written notice of any meeting shall be
given, personally or by mail, not less than 10 or more than 90 days before the
date of the meeting.  If mailed, such
notice shall be deemed given when deposited with the United States Postal Service,
postage prepaid, addressed to the stockholder at his or her address as it
appears on the records of the Corporation or its registrar.  The business at all special meetings shall
be confined to that specifically named in the notice thereof. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken unless the adjournment is for more than 120 days, or, if
after the adjournment, a new record date is fixed for the adjourned meeting, in
which circumstances a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.  At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting. Notice of any meeting of
stockholders may be waived in writing by any stockholders entitled to vote at
such meeting.  Attendance at a meeting
by any stockholder, in person or by proxy, shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. All meetings of
the stockholders shall be called to order by the Chairman of the Board, or in
his or her absence by the President or a Vice President; or in the case of the
absence of such Officers, then by any stockholder.  The party calling the meeting to order shall be Chairman of the
meeting.  The Secretary of the
Corporation, if present, shall act as secretary of the meeting, unless some
other person shall be elected by the stockholders at the meeting to act as
secretary.  An accurate record of the
meeting shall be kept by the secretary thereof, and placed in the record books
of the Corporation. Section 5. - Order of
Business. (a)At any Annual Meeting, only such business
shall be conducted as shall have been brought before the Annual Meeting (i) by
or at the direction of the Board, or (ii) by any stockholder who complies with
the procedures set forth in this Section 5. (b)For nominations or other business to be
brought properly before an Annual Meeting by a stockholder, the stockholder
must have given timely notice thereof in proper written form to the Secretary
of the Corporation.  To be timely, a
stockholders notice must be delivered to or mailed and received at the
principal office of the Corporation not less than 75 days prior to the
anniversary of the date on which notice of the prior years Annual Meeting was
given to stockholders in accordance with Section 4 of this Article II.  Notices by facsimile or electronically will
not be accepted by the Secretary of the Corporation.  To be in proper written form, a stockholders notice to the Secretary
shall set forth in writing as to each matter the stockholder proposes to bring
before the Annual Meeting: (i)as to each person whom the stockholder
proposes to nominate for election or re-election as a Director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the
Exchange Act) or any applicable successor  3 
   provisions thereto, including such persons written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected; and as to the stockholder giving the notice, the name and address, as
they appear on the Corporations books, of the stockholder proposing such
nomination and the class and number of shares of stock of the Corporation which
are beneficially owned by the stockholder. (ii)as to any other business that the stockholder
proposes to bring before the meeting: (A)a brief description of the business
desired to be brought before the Annual Meeting and the reasons for conducting
such business at the Annual Meeting; (B)the name and address, as they appear on
the Corporations books, of the stockholder proposing such business; (C)the class and number of shares of stock
of the Corporation which are beneficially owned by the stockholder; and (D)any material interest of the stockholder
in such business. (c)Notwithstanding anything in these by-laws
to the contrary, no business shall be conducted at an Annual Meeting except in
accordance with the procedures set forth in this Section 5 of Article II.  The Chairman of an Annual Meeting shall, if
the facts warrant, determine and declare at the Annual Meeting that business
was not properly brought before the Annual Meeting in accordance with the
provisions of this Section 5 of Article II and, if the Chairman should so
determine, he or she shall so declare at the Annual Meeting and any such
business not properly brought before the Annual Meeting shall not be
transacted. (d)Notwithstanding the foregoing provisions
of this Section, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section.  Nothing in this Section shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporations proxy
statement pursuant to Rule 14a-8 under the Exchange Act. Section 6. - Quorum. At any meeting of the
stockholders the presence in person or by proxy of stockholders entitled to
cast a majority of the votes thereat shall constitute a quorum for the
transaction of business. When a quorum is once present
to organize a meeting, it is not broken by the subsequent withdrawal of any
stockholders. The stockholders
present, although less than a quorum, may adjourn the meeting to another time
or place; provided that notice of such adjourned meeting is given in accordance
with the provisions of Section 4 of this Article II. Section 7. - Voting;
Proxies. At
all meetings of the stockholders each stockholder shall be entitled to one vote
for each share of Common Stock standing in his or her name and, when the Preferred
Stock is entitled to vote, such number of votes as shall be provided in the
Charter of the Corporation for each share of Preferred Stock standing in his or
her name, and the votes shall be cast by stockholders in person or by lawful
proxy.  However, no proxy shall be voted
11 months after the date thereof, unless the proxy provides for a longer
period. 4 
   Section
8. -Control Shares. Notwithstanding any other provision of
the Charter of the Corporation or these by-laws, Title 3, Subtitle 7 of the
Maryland General Corporation Law (or any successor statute) shall not apply to
any acquisition by any person of shares of stock of the Corporation.  This section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares
and, upon such repeal, may, to the extent provided by any successor by-law,
apply to any prior or subsequent control share acquisition. Section 9. - Method of
Voting. All elections and
all other questions shall be decided by a majority of the votes cast, at a
meeting at which a quorum is present, except as expressly provided otherwise by
the general laws of the State of Maryland or the Charter and except that
Directors shall be elected by a plurality of the votes cast. Section 10. - Ownership of
its Own Stock. Shares of capital
stock of the Corporation held by either (i) the Corporation or (ii) another
corporation, if a majority of the shares entitled to vote in the election of
Directors of such other corporation is held, directly or indirectly, by the
Corporation (a Controlled Corporation), shall neither be entitled to vote nor
be counted for quorum purposes.  Nothing
in this Section 10 shall be construed as limiting the right of the Corporation
or any Controlled Corporation to vote stock of the Corporation held by it in a
fiduciary capacity. Section 11. - Inspectors. The Board of
Directors, in advance of any meeting, may, but need not, appoint one or more
individual inspectors or one or more entities that designate individuals as
inspectors to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not
appointed, the person presiding at the meeting may, but need not, appoint one or
more inspectors.  In case any person who
may be appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the meeting
or at the meeting by the chairman of the meeting.  The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders.  Each such report shall be in writing and signed
by him or her or by a majority of them if there is more than one inspector
acting at such meeting.  If there is
more than one inspector, the report of a majority shall be the report of the
inspectors.  The report of the inspector
or inspectors on the number of shares represented at the meeting and the
results of the voting shall be prima facie evidence thereof. Section 12. - Record Date
for Stockholders; Closing of Transfer Books. The Board may fix,
in advance, a date as the record for the determination of the stockholders
entitled to notice of, or to vote at, any meeting of stockholders, or entitled
to receive payment of any dividend, or entitled to the allotment of any rights,
or for any other proper purpose.  Such
date in any case shall not be more than 90 days (and in the case of a meeting
of stockholders not less than 10 days) prior to the date on which the
particular action requiring such determination of stockholders is to be
taken.  Only stockholders of record on
such date shall be entitled to notice of or to vote at such meeting or to
receive such dividends or rights, as the case may be.  In lieu of fixing a record date the Board may close the stock
transfer books of the Corporation for a period not exceeding 20 nor less than
10 days preceding the date of any meeting of stockholders or not exceeding 20
days preceding any other of the above mentioned events. 5 
   ARTICLE III BOARD OF DIRECTORS
AND COMMITTEES Section 1. - Powers of
Directors The business and
affairs of the Corporation shall be managed under the direction of the Board
which shall have and may exercise all the powers of the Corporation, except
such as are expressly conferred upon or reserved by the stockholders by law, by
Charter, or by these by-laws.  Except as
otherwise provided herein, the Board shall appoint the Officers for the conduct
of the business of the Corporation, determine their duties and
responsibilities.  The Board may remove
any Officer. Section 2. - Number and
Election of Directors. The number of
Directors shall be fifteen (15) or such number as shall be fixed only by vote
of the Directors.  The Directors shall
be grouped into three classes, Class I, Class II and Class III.  Directors in each class shall serve a term
of three years and until their successors are elected and qualified, or until
their earlier resignation or removal.  A
separate class will be elected at each Annual Meeting of the stockholders. Section 3. - Vacancies. If for any reason
any or all the Directors cease to be Directors, such event shall not terminate
the Corporation or affect these by-laws or the powers of the remaining
Directors hereunder (even if fewer than three Directors remain).  Except as may be provided by the Board in
setting the terms of any class or series of preferred stock, any vacancy on the
Board may be filled only by a majority of the remaining Directors, even if the
remaining Directors do not constitute a quorum.  Any Director elected to fill a vacancy shall serve for the
remainder of the full term of the class in which the vacancy occurred and until
a successor is elected and qualified. Section 4. - Resignations. Any Director of
the Corporation may resign at any time by giving written notice to the
Corporation.  Such resignation shall take
effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective. Section 5. - Meetings of
the Board. A regular meeting of the
Board shall be held immediately after the Annual Meeting of stockholders or any
special meeting of the stockholders at which the Board is elected, and
thereafter regular meetings of the Board shall be held on such dates during the
year as may be designated from time to time by the Board.  All meetings of the Board shall be held at
the general offices of the Corporation in the City of Baltimore or elsewhere,
as ordered by the Board.  Of all such
meetings (except the regular meeting held immediately after the election of
Directors) the Secretary shall give notice to each Director personally or by
telephone, facsimile or electronically directed to, or by written notice
deposited in the mails addressed to, his or her residence or business address
at least 48 hours before such meeting. Special meetings may be
held at any time or place upon the call of the Chairman of the Board, or the
President, or in their absence, on order of the Executive Committee by notices
as above.  In the event all of the
Directors in office waive notice of any meeting in writing at or before the
meeting, the meeting may be held without the aforesaid advance notices.  6 
   The Chairman shall
preside at all meetings of the Board, or, in his or her absence, the President
or one of the Vice Presidents (if a member of the Board) shall preside.  If at any meeting none of the foregoing
persons is present, the Directors present shall designate one of their number
to preside at such meeting. Section 6. - Telephone
Meetings Permitted. Members of the
Board, or any committee, may participate in a meeting thereof by means of
conference telephone or similar communications equipment in which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting. Section 7. - Quorum. A majority of the
Directors in office shall constitute a quorum of the Board for the transaction
of business.  If a quorum be not present
at any meeting, a majority of the Directors present may adjourn to any time and
place they may see fit. Section 8. - Executive
Committee. The Directors shall
annually, at their first meeting succeeding the stockholders meeting at which
they are elected, elect from among their number an Executive Committee of at
least three.  The Executive Committee
may exercise, in the intervals between meetings of the Board, all of the powers
of the Board in the management of the business and affairs of the Corporation,
except the power to declare dividends, to issue stock other than as hereinafter
stated, to recommend to stockholders any action requiring stockholder approval,
amend the by-laws, or approve any merger or share exchange which does not
require stockholder approval.  If the
Board has given general authorization for the issuance of stock, the Executive
Committee, in accordance with a general formula or method specified by the
Board by resolution or by adoption of a stock option or other plan, may fix the
terms of stock subject to classification or reclassification and the terms on
which any stock may be issued, including all terms and conditions required or
permitted to be established or authorized by the Board. The members of the
Executive Committee shall hold their offices as such for one year and until
their successors are elected and qualified, or until their earlier resignation
or removal. All vacancies in said Committee shall be filled by the Board, but
in the absence of a member or members of the Executive Committee, the members
thereof present at any meeting (whether or not they constitute a quorum) may
appoint a member of the Board to act in the place of such absent member.  They shall designate one of their number as
Chairman of the Committee, and shall keep a separate book of minutes of their
proceedings and actions.  They shall
elect a Secretary to the Committee who shall give notice personally or by mail,
telephone, facsimile or electronically to each member of the Committee of all
meetings, not later than 12 noon of the day before the meeting, unless all of
the members of the Executive Committee in office waive notice thereof in
writing at or before the meeting in which case the meeting may be held without
the aforesaid advance notice.  Meetings
may be called by the Chairman of the Committee or by the Chief Executive
Officer, or, in the event of their absence, by one of the other Officers among
the Chairman of the Board, the President or the Vice Presidents (if a member of
the Board).  A majority of the members
of the Executive Committee shall constitute a quorum for the transaction of
business. Section 9. - Audit
Committee. The Directors shall
annually, at their first meeting succeeding the stockholders meeting at which
they are elected, elect from among their number an Audit Committee which shall
consist of at least three Directors who shall be independent of Management and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of independent judgment as a Committee member, provided
that no Director who 7 
   was formerly an Officer
of the Corporation shall be a member of the said Audit Committee.  The members of the Audit Committee shall
hold their offices as such for one year and until their successors are elected
and qualified, or until their earlier resignation or removal.  All vacancies in said Committee shall be
filled by the Board.  They shall
designate one of their number as Chairman of the Committee, and shall keep a
separate book of minutes of their proceedings and actions.  They shall elect a Secretary to the
Committee who shall give notice personally or by mail, telephone, facsimile or
electronically to each member of the Committee of all meetings, not later than
12 noon of the day before the meeting, unless all of the members of the Audit
Committee in office waive notice thereof in writing at or before the meeting in
which case the meeting may be held without the aforesaid advance notice.  A majority of the members of the Audit
Committee shall constitute a quorum for the transaction of business. The Audit
Committee shall have the powers and duties set forth in the charter for the
Audit Committee as adopted and amended from time to time by the Board of
Directors in accordance with the applicable rules and regulations of the New
York Stock Exchange, Inc. (and any other exchange on which the Corporations
securities may be listed) and the United States Securities and Exchange Commission,
as in effect from time to time. Section 10. - Committee
On Management. The Directors shall
annually, at their first meeting succeeding the stockholders meeting at which
they are elected, elect from among their number a Committee on Management consisting
of at least three members.  The members
of the Committee on Management shall hold their offices as such for one year
and until their successors are elected and qualified, or until their earlier
resignation or removal.  All vacancies
in said Committee shall be filled by the Board.  They shall designate one of their number as Chairman of the
Committee, and shall keep a separate book of minutes of their proceedings and
actions.  They shall elect a Secretary
to the Committee who shall give notice personally or by mail, telephone,
facsimile or electronically to each member of the Committee of all meetings,
not later than 12 noon of the day before the meeting, unless all the members of
the Committee on Management in office waive notice thereof in writing at or
before the meeting in which case the meeting may be held without the aforesaid
advance notice.  A majority of the
members of the Committee on Management shall constitute a quorum for the
transaction of business. The Committee on
Management shall recommend to the Board nominees for election as Directors and
shall consider the performance of incumbent Directors in determining whether to
nominate them to stand for reelection. 
The Committee shall, among other things, consider any major changes in
the internal organization of the Corporation. 
It shall establish the remuneration arrangements for the Directors and
for the Chairman of the Board, President, Chief Executive Officer and Officers
reporting directly to the Chief Executive Officer.  The Committee shall recommend to the full Board nominees for
Officers of the Corporation.  The
Committee on Management shall have such additional powers and perform such
duties as shall be prescribed by resolution of the Board. Section 11. - Other
Committees. The Board is authorized
to appoint from among its members such other committees as it may, from time to
time, deem advisable and to delegate to such committee or committees any of the
powers of the Board that it may lawfully delegate.  Each such committee shall consist of at least three Directors. Section 12. - Fees and
Expenses. Each member of the Board,
other than salaried Officers and employees, shall be paid an annual retainer
fee, payable in such amount as shall be specified from time to time by the
Board.  Each Committee Chair shall be
paid an annual retainer fee, payable in 
such amount as shall be specified from time to time by the Board. 8 
   Each member of the
Board, other than salaried Officers and employees, shall be paid such fee as
shall be specified from time to time by the Board for attending each regular or
special meeting of the Board and for attending, as a committee member, each
meeting of the Executive Committee, Audit Committee, Committee on Management
and any other committee appointed by the Board.  Each member shall be paid reasonable traveling expenses incident
to attendance at meetings. ARTICLE IV OFFICERS Section 1. - Officers. The Corporation shall
have a Chairman of the Board, a President, one or more Vice Presidents, a
Treasurer, and a Secretary who shall be elected by, and hold office at the will
of, the Board.  The Chairman of the
Board shall be chosen from among the Directors.  The Board shall designate either the Chairman of the Board or the
President to be the Chief Executive Officer of the Corporation.  The Board shall also elect such other
Officers as they may deem necessary for the conduct of the business and affairs
of the Corporation.  Any two offices,
except those of President and Vice President, may be held by the same person,
but no person shall sign checks, drafts and promissory notes, or execute,
acknowledge or verify any other instrument in more than one capacity, if such
instrument is required by law, the Charter, these by-laws, a resolution of the
Board or order of the Chief Executive Officer to be signed, executed,
acknowledged or verified by two or more Officers.  The President, any Vice President, or such other persons as may
be designated by the Board, shall sign all special contracts of the
Corporation, countersign checks, drafts and promissory notes, and such other
papers as may be directed by the Board. 
The President, or any Vice President, together with the Treasurer or an
Assistant Treasurer (if any), shall have authority to sell, assign or transfer
and deliver any bonds, stocks or other securities owned by the
Corporation.  The Chairman of the Board,
Chief Executive Officer, President and Officers reporting directly to the Chief
Executive Officer shall receive such compensation as shall be fixed by the
Committee on Management.  Compensation
for all other Officers shall be fixed by the Chief Executive Officer.  The Board shall require a fidelity bond to
be given by each Officer, or, in its discretion, the Board may substitute a
general blanket fidelity bond or insurance contract to cover all Officers and
employees. Section 2. - Duties of
the Officers. (a)Chairman of the Board The Chairman of the Board shall preside at all meetings of the Board
and of stockholders.  The Chairman of
the Board shall also have such other powers and duties as from time to time may
be assigned by the Board. (b)President The President shall have general executive powers, as
well as specific powers conferred by these by-laws. The President shall also
have such other powers and duties as from time to time may be assigned by the
Board.  In the absence of the Chairman
of the Board, the President shall perform all the duties of the Chairman of the
Board. (c)Vice Presidents Each Vice President shall have such powers and duties
as may be assigned by the Board or the Chief Executive Officer, as well as the
specific powers assigned by these by-laws. 9 
   A Vice President may be designated by the Board or the
Chief Executive Officer to perform, in the absence of the President, all the
duties of the President. (d)Treasurer The Treasurer shall have the care and the custody of
the funds and valuable papers of the Corporation, and shall receive and
disburse all moneys in such a manner as may be prescribed by the Board or the
Chief Executive Officer.  The Treasurer
shall have such other powers and duties as may be assigned by the Board, or the
Chief Executive Officer, as well as specific powers assigned by these by-laws. (e)Secretary The Secretary shall attend all meetings of the
stockholders and Directors and shall notify the stockholders and Directors of
such meetings in the manner provided in these by-laws.  The Secretary shall record the proceedings
of all such meetings in books kept for that purpose.  The Secretary shall have such other powers and duties as may be
assigned by the Board or the Chief Executive Officer, as well as the specific
powers assigned by these by-laws. (f)Other Officers Such other Officers as are appointed by the Board shall exercise such
duties and have such powers as by custom and applicable law generally pertain
to their respective offices as well as such duties and powers as the Board or
the Chief Executive Officer may assign. Section 3. - Terms of
Office; Removals and Vacancies. Any Officer may be
removed by the Board in its sole judgment. 
In case of removal, the salary of such Officer shall cease.  Removal shall be without prejudice to the
contractual rights, if any, of the person so removed, but election of an
Officer shall not of itself create contractual rights. Each Officer shall hold
office until his or her successor is elected and qualified or until his or her
earlier removal or resignation. Any vacancy occurring in
any office of the Corporation shall be filled by the Board and the Officer so
elected shall hold office for the unexpired term in respect of which the
vacancy occurred and until his or her successor shall be duly elected and
qualified. In any event of
absence or temporary disability of any Officer of the Corporation, the Board
may authorize another person to perform the duties of that office. Section 4. - Voting
Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman, the President or any Vice President
and any such Officer may, in the name of and on behalf of the Corporation, take
all such action as any such Officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present.  The
Board may, by resolution, from time to time confer like powers upon any other
person or persons. 10 
   ARTICLE V INDEMNIFICATION OF
DIRECTORS AND OFFICERS Section 1. - Procedure. The Corporation
shall indemnify all Directors, Officers and employees to the fullest extent
permitted by the general laws of the State of Maryland and shall provide
indemnification expenses in advance to the extent permitted thereby.  The Corporation will follow the procedures
required by applicable law in determining persons eligible for indemnification
and in making indemnification payments and advances. Section 2. - Exclusivity,
etc. The indemnification and
advance of expenses provided by the Charter and these by-laws shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advance of expenses may be entitled under any law (common or statutory), or
any agreement, vote of stockholders or disinterested Directors or other
provision that is consistent with law, both as to action in his or her official
capacity and as to action in another capacity while holding office or while
employed or acting as agent for the corporation, shall continue in respect of
all events occurring while a person was a Director or Officer after such person
has ceased to be a Director or Officer, and shall inure to the benefits of the
estate, heirs, executors and administrators of such person.  All rights to indemnification and advance of
expenses under the Charter of the Corporation and hereunder shall be deemed to
be a contract between the Corporation and each Director or Officer of the
Corporation who serves or served in such capacity at any time while this by-law
is in effect. Nothing herein shall prevent the amendment of this by-law, provided
that no such amendment shall diminish the rights of any person hereunder with
respect to events occurring or claims made before its adoption or as to claims
made after its adoption in respect of events occurring before its
adoption.  Any repeal or modification of
this by-law shall not in any way diminish any rights to indemnification or
advance of expenses of such Director or Officer or the obligations of the
Corporation arising hereunder with respect to events occurring, or claims made,
while this by-law or any provision hereof is in force. Section 3. - Severability;
Definitions. The invalidity or
unenforceability of any provision of this Article V shall not affect the
validity or enforceability  of any other
provision hereof.  The phrase this
by-law in this Article V means this Article V in its entirety. ARTICLE VI CAPITAL  STOCK Section 1. - Evidence of
Stock Ownership. Evidence of ownership of
stock in the Corporation may be either pursuant to a certificate(s) or a
statement in compliance with the general laws of the State of Maryland, each of
which shall represent the number of shares of stock owned by a stockholder in
the Corporation.  Stockholders may
request that their stock ownership be represented by a certificate(s).  In case any Officer who signed any
certificate, in facsimile or otherwise, ceases to be such Officer of the
Corporation before the certificate is issued, the certificate may nevertheless
be issued by the Corporation with the same effect as if the Officer had not
ceased to be such Officer as of the date of its issue. 11 
   For stock
ownership evidenced by a statement, such statement shall be in such form, and
executed, as required from time to time by the general laws of the State of
Maryland. Section 2. - Transfer of
Shares. Stock
shall be transferable only on the books of the Corporation by assignment in
writing by the registered holder thereof, his or her legally constituted
attorney, or his or her legal representative, either upon surrender and
cancellation of the certificate(s) therefor, if such stock is represented by a
certificate, or upon receipt of such other documentation for stock not
represented by a certificate as the Board and the general laws of the State of
Maryland may, from time to time, require. Section 3. - Lost, Stolen
or Destroyed Certificates. No certificate for
shares of stock of the Corporation shall be issued in place of any other
certificate alleged to have been lost, stolen, or destroyed, except upon
production of such evidence of the loss, theft or destruction and upon
indemnification of the Corporation to such extent and in such manner as the
Board may prescribe. Section 4. - Transfer
Agents and Registrars. The Board shall
appoint a person or persons, the Corporation or any incorporated trust company
or companies or any of them, as transfer agents and registrars and, if stock is
represented by a certificate, may require that such certificate bear the
signatures or the counter-signatures of such transfer agents and registrars, or
either of them. Section 5. - Stock
Ledger. The Corporation shall
maintain at its principal office, a stock record containing the names and
addresses of all stockholders and the numbers of shares of each class held by
each stockholder. ARTICLE VII MISCELLANEOUS Section 1. - Seal. The Board shall
provide, subject to change, a suitable corporate seal which may be used by
causing it, or facsimile thereof, to be impressed or affixed or reproduced on
the Corporations stock certificates, bonds, or any other documents on which
the seal may be appropriate. Section 2. - Amendments. These by-laws, or
any of them, may be amended or repealed, and new by-laws may be made or adopted
only at any meeting of the Board, by vote of a majority of the Directors or at
a meeting of the shareholders, duly called, by a vote of two-thirds of the
shareholders eligible to vote thereon. 
Pursuant to Articles Supplementary filed with the State Department of
Assessments and Taxation of Maryland, the Corporation has elected, by
resolution of the Board, to be subject to Sections 3-803, 3-804(b), 3-804(c)
and 3-805 of the Maryland General Corporation Law and the following sections of
these by-laws have been amended to conform to such elections, respectively:
Article III, Section 2, third, fourth and last sentences; Article III, Section
2, first sentence; Article III, Section 3; and Article II, Section 3, first
sentence, and therefore, such provisions may be amended, altered or repealed
only by resolution of the Board. 12 
   Section 3. - Section
Headings and Statutory References. The headings of
the Articles and Sections of these by-laws have been inserted for convenience
of reference only and shall not be deemed to be a part of these by-laws.  13