**Exhibit 4(c)**

----

 

BALTIMORE GAS ANDELECTRIC COMPANY

TO

BANKERS TRUSTCOMPANY, Trustee

----

SUPPLEMENTALINDENTURE

----

 

1

----

THIS SUPPLEMENTALINDENTURE, made June 26, 2000, effective as of July 1, 2000, by and amongBALTIMORE GAS AND ELECTRIC COMPANY (name changed from CONSOLIDATED GAS ELECTRICLIGHT AND POWER COMPANY OF BALTIMORE on April 4, 1955), a corporation dulycreated and organized under the law of the State of Maryland, hereinaftercalled “BGE”, CONSTELLATION POWER SOURCE GENERATION, INC., a corporation dulycreated and organized under the laws of the State of Maryland, hereinaftercalled “Generation”, and BANKERS TRUST COMPANY, a corporation duly created andorganized under the law of the State of New York, having its principal officeand place of business at Four Albany Street, Borough of Manhattan, The City ofNew York, hereinafter called the “Trustee.”

WHEREAS, BGEheretofore duly executed, acknowledged and delivered to the Trustee (a) anindenture of mortgage or deed of trust dated February 1, 1919 (whichinstrument, as amended, restated and/or supplemented by seventy-foursupplemental indentures and this supplemental indenture, is hereinafter calledthe “Indenture”), which has been duly recorded in the various Maryland andPennsylvania counties in which BGE owns real property and (b) seventy-foursupplemental indentures which have been duly recorded, as necessary, in thevarious Maryland counties in which BGE owns real property (with respect topersonal property and fixtures located in Maryland now owned or hereafteracquired by BGE, the lien of the Indenture has been perfected as a securityinterest under the Maryland Uniform Commercial Code, by recording and indexinga financing statement in the office of the Maryland State Department ofAssessments and Taxation); and certain of the aforesaid supplemental indentureshave been duly recorded, as necessary, in the various Pennsylvania counties inwhich BGE owns real property (with respect to personal property and fixtureslocated in Pennsylvania, now owned or hereafter acquired by BGE, the lien ofthe Indenture has been perfected as a security interest under the PennsylvaniaUniform Commercial Code by filing a financing statement in the office of theSecretary of the Commonwealth of the Commonwealth of Pennsylvania); and

WHEREAS, By theIndenture it is among other things provided, in Section 9 of Article IIIthereof, that from time to time BGE, when authorized by a resolution of itsBoard of Directors, and the Trustee, may, subject to the provisions of the Indenture,execute, acknowledge and deliver indentures supplemental thereto, whichthereafter shall form a part thereof, for the purpose (among others) ofconveying, assuring or confirming to, or vesting in, the Trustee additionalproperty now owned or hereafter acquired pursuant to Section 7 of Article I orSection 2 of Article III of the Indenture, adding to the covenants of BGE inthe Indenture for the protection of the holders of the Securities, makingprovisions for the redemption before maturity of any bonds thereafter to beissued thereunder, or making such provision, not inconsistent with theIndenture, as may be necessary or desirable with respect to matters orquestions arising thereunder; and

WHEREAS, BGE hasdetermined, that in light of the deregulation of its generation assets pursuantto Maryland law and an order issued by the Maryland Public Service Commission,to transfer to Generation all of its right, title and interest in its fossilgeneration assets and the assets and properties of BGE used or held for useprincipally in

2

----

connection with theoperation of its fossil generation assets as the same shall exist as of thedate of this supplemental indenture, subject to the lien currently existing onsuch assets as evidenced by this Indenture, and BGE, Generation and the Trusteeare willing so to execute, acknowledge and deliver this supplemental indenturefor the purposes aforesaid; and

WHEREAS, No actualconsideration is payable with respect to this supplemental indenture and theamount of debt allowed to be issued under the Indenture is not increased bythis supplemental indenture; and

WHEREAS, Except asset forth herein, this supplemental indenture is not intended to and will notsupersede or replace or satisfy or in any manner affect the liens or securityinterests previously granted and conveyed to the Trustee by the Indenture; andthis supplemental indenture shall have no effect on the priority of the liensor security interests that the Indenture places on the property of BGE; and

WHEREAS, Pursuantto a written consent executed by all of the Directors of BGE as provided by lawdated April 24, 2000, this supplemental indenture was authorized to beexecuted, acknowledged and delivered on behalf of BGE.

NOW, THEREFORE,THIS SUPPLEMENTAL INDENTURE WITNESSETH: That, in order to secure the payment ofthe principal of and interest on all such bonds at any time issued andoutstanding under the Indenture, according to their tenor and effect, and tosecure the performance of all the covenants and conditions contained in theIndenture, as supplemented by this supplemental indenture, and to declare theterms and conditions upon which said bonds are issued, or to be issued, andsecured under the Indenture, BGE, for adequate consideration, the receiptwhereof is hereby acknowledged, has executed and delivered these presents andhereby ratifies, approves and confirms the Indenture in all respects as fullyas if all the terms, provisions, covenants and conditions thereof were hereinagain set forth at length, as supplemented hereby, and has granted, bargained,sold, released, conveyed, assigned, transferred, mortgaged, pledged, set overand confirmed, and granted a security interest therein, and by these presentsdoes grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge,set over and confirm, and grant a security interest therein unto Bankers TrustCompany, and unto its successors and assigns forever, all and singular thepremises, property and franchises of BGE other than as excepted in the Indenture,now owned or hereafter acquired in Maryland or Pennsylvania.

TOGETHER with allthe rights, privileges and appurtenances to any of said premises, property andfranchises belonging or in anywise appertaining, and the reversion andreversions, remainder and remainders, rents, issues, income and profitsthereof, and all the estate, right, title and interest which BGE now has or mayhereafter acquire therein or thereto or in or to any part thereof.

TO HAVE AND TOHOLD, All and singular the said premises, property and franchises,appurtenances, rents, issues, income and profits hereby conveyed, transferred,

3

----

assigned and confirmed,or intended so to be, unto the Trustee, its successors and assigns, forever.

IN TRUST,NEVERTHELESS, For the equal and proportionate benefit and security of allholders of the bonds and interest obligations issued or to be issued under theIndenture, and for the enforcement of the payment of said bonds and interestobligations when payable and the performance of and compliance with thecovenants and conditions of the Indenture as supplemented by this supplementalindenture, without preference, priority or distinction, as to lien or otherwiseof any series of bonds over any other series of bonds, or of any one bond overany other bonds, by reason of priority in the issue or negotiation thereof orotherwise, so that each and every bond issued or to be issued under theIndenture or secured thereby shall have the same right, lien and privilegeunder the Indenture as supplemented by this supplemental indenture, and so thatthe principal and interest of every such bond, subject to the terms of theIndenture as so supplemented, be equally and proportionately secured thereby asif all had been duly made, executed, delivered, sold and negotiatedsimultaneously with the execution and delivery of the Indenture, it beingintended that the lien and security of the Indenture shall take effect from thedate of the execution and delivery thereof without regard to the time of suchactual issue, sale or disposition of said bonds, and as though upon said dateall of said bonds had been actually issued, sold and delivered to, and were inthe hands of, holders thereof for value.

AND IT IS HEREBYFURTHER COVENANTED AND DECLARED, That all such bonds are issued and certifiedand delivered, or to be issued and certified and delivered, and the mortgagedpremises and property are to be held by the Trustee, subject to the furthercovenants, conditions, uses and trusts in the Indenture, as supplemented bythis supplemental indenture, set forth, and it is agreed and covenanted by BGEand Generation with the Trustee and the respective holders from time to time ofbonds issued under the Indenture as follows:

1.             Pursuant to that certain AgreementRegarding Transfer of Fossil Assets effective July 1, 2000, between BGE andGeneration (the “Transfer Agreement”), BGE has transferred and delivered toGeneration all of its right, title and interest in its fossil generation assetsand its assets and properties used or held for use principally in connectionwith the operation of its fossil generation assets as the same existed at thetime of transfer and as more particularly described in the Transfer Agreement(the “Acquired Assets”). Pursuant to the Transfer Agreement, Generation hasacknowledged and agreed that the Acquired Assets transferred to it are subjectto the lien of the Indenture and has agreed to be bound to all of theprovisions of the Indenture applicable to it as owner of the Acquired Assets.

2.             In addition to the lien of theIndenture attaching to the Acquired Assets, in accordance with the TransferAgreement, it also will attach to any Repairs to, or Replacements of, theAcquired Assets. “Repairs” means repairs to the Acquired Assets necessary tokeep them operational in the same manner as they were at the time of transferand that cannot be removed or severed from an Acquired Asset without rendering

4

----

such asset unfit for thepurpose it was used for at the time of transfer. “Replacement” means an actualreplacement of an Acquired Asset.

3.             Generation hereby grants a securityinterest in the Acquired Assets and any Repairs and Replacements thereto, tothe Trustee.

4.             The Trustee acknowledges and agreesthat the lien of the Indenture only attaches to the Acquired Assets transferredto Generation pursuant to the Transfer Agreement, and any Repairs orReplacements thereto. Notwithstanding any other provisions in the Indenturethat may be to the contrary, the lien of the Indenture does not, and will not,attach to any other property, franchises or rights, real, personal orintangible of Generation including, but not limited to, any improvements,additions, or new construction upon the land that do not constitute Repairs orReplacements (the “Unsecured Property”), and the Trustee hereby releases fromthe lien of the Indenture any such Unsecured Property.

5.             The recitals of fact containedherein shall be taken as the statements of BGE and Generation and the Trusteeassumes no responsibility for the correctness of the same. The Trustee makes norepresentations to the value of the mortgaged property or any part thereof, oras to the title of BGE and Generation thereto, or as to the value or validityof the security afforded thereby and by the Indenture, or as to the value or validityof any securities at any time held under the Indenture, or as to the validityof this supplemental indenture or the Indenture or of the Bonds issuedthereunder, and the Trustee shall incur no responsibility, except as otherwiseprovided in the Indenture, in respect of such matters.

6.             If and to the extent that anyprovision of this supplemental indenture limits, qualifies, or conflicts withanother provision of the Indenture required to be included therein by any ofSections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended,such required provision shall control; provided, however, that nothing in thissupplemental indenture contained shall be so construed as to relieve BGE or theTrustee of any duty or obligation which it would otherwise have to any holderof any Bond heretofore issued under the Indenture, or so construed as to grantto the Trustee any rights as against any holder of Bonds heretofore issuedunder the Indenture not granted under said Indenture, and no provision in thissupplemental indenture contained shall impair any of the rights of any holderof any Bond heretofore issued under the Indenture.

7.             All of the provisions of thissupplemental indenture shall become effective July 1, 2000. This supplementalindenture and all the provisions hereof shall form a part of the Indenture andall references or mention in the Indenture to the Indenture or to any of theterms, provisions, covenants, conditions, uses or trusts thereof or therecitals or statements therein or to the recording, filing or refiling thereof,shall be applicable to the terms, provisions, covenants, conditions, uses andtrusts of, and the recitals and statements in, this supplemental indenture andthe Indenture as hereby amended and restated, and to the recording, filing andrefiling thereof, as fully and with the same force and effect as if all theterms, provisions, covenants, conditions, uses and trusts of, and all

5

----

the recitals andstatements in, the Indenture were herein again set forth at length and theentire Indenture as hereby amended and restated were herein set forth at lengthas one new instrument.

6

----

IN TESTIMONYWHEREOF, Baltimore Gas and Electric Company and Constellation Power SourceGeneration, Inc. have caused these presents to be signed in their corporatename by their President or Vice-President; and the Bankers Trust Company hasalso caused these presents to be signed in its corporate name by its Presidentor a Vice-President; all as of the day and year first above written.
|        | BALTIMORE GAS  AND ELECTRIC  COMPANY |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | By:                                  | /s/ David A. Brune |   |
|   |                                 | Name: | David A. Brune |
|   |                                 | Title: | Vice President |
|        |                                      |  |  |  |

 

STATE OF MARYLAND, COUNTYOF BALTIMORE, TO WIT:

I HEREBY CERTIFYthat on this 26th day of June, 2000, before me, the subscriber, a Notary Publicof the State of Maryland aforesaid, personally appeared David A. Brune ofBaltimore Gas and Electric Company, and on behalf of the said corporation didacknowledge the foregoing instrument to be the act and deed of Baltimore Gasand Electric Company.

IN TESTIMONYwhereof I have hereunto set my hand and Notarial Seal on the day and yearaforesaid.
|  |               |   |
|--|---------------|--------|
|  | Notary Public |

 

My Commission Expires: 5/1/2002

7

----

 
|        | CONSTELLATION POWER  SOURCE  GENERATION, INC. |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   | By:                                           | /s/ Charles W. Shivery |   |
|   |                                          | Name: | Charles W. Shivery |
|   |                                          | Title: | President |
|        |                                               |  |  |  |

 

STATE OF MARYLAND, COUNTYOF BALTIMORE, TO WIT:

I HEREBY CERTIFYthat on this 26th day of June, 2000, before me, the subscriber, a Notary Publicof the State of Maryland aforesaid, personally appeared Charles W. Shivery ofConstellation Power Source Generation, Inc., and on behalf of the saidcorporation did acknowledge the foregoing instrument to be the act and deed ofConstellation Power Source Generation, Inc.

IN TESTIMONYwhereof I have hereunto set my hand and Notarial Seal on the day and yearaforesaid.
|  |               |   |
|--|---------------|--------|
|  | Notary Public |

 

My CommissionExpires: 5/1/2002

8

----

 
|        | BANKERS TRUST  COMPANY |
|--------|------------------------|
|   |                   |
|   |                   |
|   | By:                    | /s/ Jackie Bartnick |   |
|   |                   | Name: | Jackie Bartnick |
|   |                   | Title: | Vice President |
|        |                        |  |  |  |

 
| STATE OF NEW YORK:  |   |
|---------------------|--------|
|                | } SS:  |
| COUNTY OF NEW YORK: |   |

 

I HEREBY CERTIFY,that on this 22nd day of June, 2000, before me, the subscriber, a Notary Publicof the State of New York, in and for the County of New York aforesaid,personally appeared Jackie Bartnick, Vice President of Bankers Trust Company,and on behalf of the said corporation did acknowledge the foregoing instrumentto be the act and deed of Bankers Trust Company; and at the same time such VicePresident, for and on behalf of said corporation, made oath in due form of lawthat the consideration stated in the foregoing supplemental indenture is trueand bona fide as therein set forth, and also that he is a Vice President andagent of the said Bankers Trust Company, Trustee, grantee in the foregoinginstrument and duly authorized to make this affidavit.

IN TESTIMONYWHEREOF, I have hereunto set my hand and Notarial Seal on the day and yearaforesaid.
|  |               |   |
|--|---------------|--------|
|  | Notary Public |

 

My Commission Expires:
|        | Tracy A. Salzmann                     |
|--------|---------------------------------------|
|   | Notary Public, State of  New York     |
|   | Registration  #01SA6040727            |
|   | Qualified In New York  County         |
|   | My Commission Expires  April 24, 2002 |

 

9

----

**CERTIFICATEOF RESIDENCE**

Bankers Trust Company,Mortgagee and Trustee within named, hereby certifies that its precise residenceis 130 Liberty Street, in the Borough of Manhattan, in the City of New York, inthe State of New York.
|        | BANKERS TRUST  COMPANY |
|--------|------------------------|
|   |                   |
|   | By:                    |  |   |
|   |                   | Vice President |

 

10

----

**CERTIFICATE**

This is to certifythat the foregoing instrument has been prepared under my supervision. I am anattorney duly admitted to practice before the Court of Appeals of Maryland.
|  | /s/ Donna M. Levy |   |
|--|-------------------|--------|
|  | Donna M. Levy     |

 

June 26, 2000

KeyTitle LLC35 Fulford StBel Air, MD 21014410-803-4800

11

----

 

----

 

BALTIMORE GAS ANDELECTRIC COMPANY

TO

BANKERS TRUSTCOMPANY, Trustee

----

 

SUPPLEMENTAL INDENTURE

----

 

1

----

THIS SUPPLEMENTAL INDENTURE, made June 26, 2000, effective as of July1, 2000, by and among BALTIMORE GAS AND ELECTRIC COMPANY (name changed fromCONSOLIDATED GAS ELECTRIC LIGHT AND POWER COMPANY OF BALTIMORE on April 4,1955), a corporation duly created and organized under the law of the State ofMaryland, hereinafter called “BGE”, CALVERT CLIFFS NUCLEAR POWER PLANT, INC., acorporation duly created and organized under the laws of the State of Maryland,hereinafter called “CCI”, and BANKERS TRUST COMPANY, a corporation duly createdand organized under the law of the State of New York, having its principaloffice and place of business at Four Albany Street, Borough of Manhattan, TheCity of New York, hereinafter called the “Trustee.”

WHEREAS, BGE heretofore duly executed, acknowledged and delivered tothe Trustee (a) an indenture of mortgage or deed of trust dated February 1,1919 (which instrument, as amended, restated and/or supplemented byseventy-four supplemental indentures and this supplemental indenture, ishereinafter called the “Indenture”), which hasbeen duly recorded in the various Maryland and Pennsylvania counties in whichBGE owns real property and (b) seventy-four supplemental indentureswhich have been duly recorded, as necessary, in the various Maryland countiesin which BGE owns real property (with respect to personal property and fixtureslocated in Maryland now owned or hereafter acquired by BGE, the lien of theIndenture has been perfected as a security interest under the Maryland UniformCommercial Code, by recording and indexing a financing statement in the officeof the Maryland State Department of Assessments and Taxation); and certain ofthe aforesaid supplemental indentures have been duly recorded, as necessary, inthe various Pennsylvania counties in which BGE owns real property (with respectto personal property and fixtures located in Pennsylvania, now owned orhereafter acquired by BGE, the lien of the Indenture has been perfected as asecurity interest under the Pennsylvania Uniform Commercial Code by filing afinancing statement in the office of the Secretary of the Commonwealth of theCommonwealth of Pennsylvania); and

WHEREAS, By the Indenture it is among other things provided, in Section9 of Article III thereof, that from time to time BGE, when authorized by aresolution of its Board of Directors, and the Trustee, may, subject to theprovisions of the Indenture, execute, acknowledgeand deliver indentures supplemental thereto, which thereafter shall forma part thereof, for the purpose (among others) of conveying, assuring orconfirming to, or vesting in, the Trustee additional property now owned orhereafter acquired pursuant to Section 7 ofArticle I or Section 2 of Article III of the Indenture, adding to the covenantsof BGE in the Indenture for the protection of the holders of the Securities,making provisions for the redemption before maturity of any bonds thereafter tobe issued thereunder, or making such provision, not inconsistent with theIndenture, as may be necessary or desirable with respect to matters orquestions arising thereunder; and

WHEREAS, BGE has determined, that in light of the deregulation of its generation assets pursuant to Maryland law and anorder issued by the Maryland Public Service Commission, to transfer toCCI all of its right, title and interest in its nuclear generation assets andthe assets and properties of BGE used or held for use principally in

2

----

connection with the operationof its nuclear generation assets as the same shall exist as of the date of this supplemental indenture,subject to the lien currently existing on such assets as evidenced by thisIndenture, and BGE, CCI and the Trustee are willing so to execute, acknowledge and deliver thissupplemental indenture for the purposes aforesaid; and

WHEREAS, No actual consideration is payable withrespect to this supplemental indenture and the amount of debt allowed to be issued under the Indentureis not increased by this supplemental indenture; and

WHEREAS, Except as set forth herein, this supplemental indenture is notintended to and will not supersede or replace or satisfy or in any manneraffect the liens or security interestspreviously granted and conveyed to the Trustee by the Indenture; and thissupplemental indenture shall have no effect on the priority of the liens orsecurity interests that the Indenture places on the property of BGE; and

WHEREAS, Pursuant to a written consent executed by all of the Directorsof BGE as provided by law dated April 24, 2000, this supplemental indenture wasauthorized to be executed, acknowledged and delivered on behalf of BGE.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That, in orderto secure the payment of the principal of and interest on all such bonds at anytime issued and outstanding under the Indenture, according to their tenor andeffect, and to secure the performance of all the covenants and conditionscontained in the Indenture, as supplemented by this supplemental indenture, andto declare the terms and conditions upon which said bonds are issued, or to beissued, and secured under the Indenture,BGE, for adequate consideration, the receipt whereof is hereby acknowledged, hasexecuted and delivered these presents and hereby ratifies, approves andconfirms the Indenture in all respects as fully as if all the terms,provisions, covenants and conditions thereof were herein again set forth atlength, as supplemented hereby, and has granted, bargained, sold, released,conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed,and granted a security interest therein, and by these presents does grant,bargain, sell, release, convey, assign, transfer, mortgage, pledge, set overand confirm, and grant a security interesttherein unto Bankers Trust Company, and unto its successors and assignsforever, all and singular the premises, property and franchises of BGE otherthan as excepted in the Indenture, now owned or hereafter acquired in Marylandor Pennsylvania.

TOGETHER with all the rights, privileges and appurtenances to any ofsaid premises, property and franchisesbelonging or in anywise appertaining, and the reversion and reversions,remainder and remainders, rents, issues, income and profits thereof, and all the estate, right, title and interest whichBGE now has or may hereafter acquire therein or thereto or in or to anypart thereof.

TO HAVE AND TO HOLD, All and singular the said premises, property and franchises, appurtenances, rents, issues, incomeand profits hereby conveyed, transferred,

3

----

assigned and confirmed, or intended so to be, unto theTrustee, its successors and assigns, forever.

IN TRUST, NEVERTHELESS, For the equal and proportionate benefit andsecurity of all holders of the bonds and interest obligations issued or to beissued under the Indenture, and for the enforcement of the payment of saidbonds and interest obligations when payableand the performance of and compliance with the covenants and conditionsof the Indenture as supplemented by this supplemental indenture, withoutpreference, priority or distinction, as to lien or otherwise of any series ofbonds over any other series of bonds, or of any one bond over any other bonds,by reason of priority in the issue or negotiation thereof or otherwise, so thateach and every bond issued or to be issuedunder the Indenture or secured thereby shall have the same right, lien andprivilege under the Indenture as supplemented by this supplementalindenture, and so that the principal and interest of every such bond, subjectto the terms of the Indenture as so supplemented, be equally andproportionately secured thereby as if all had been duly made, executed,delivered, sold and negotiated simultaneously with the execution and delivery of the Indenture, it being intended thatthe lien and security of the Indenture shall take effect from the dateof the execution and delivery thereof without regard to the time of such actualissue, sale or disposition of said bonds, and as though upon said date all ofsaid bonds had been actually issued, sold and delivered to, and were in thehands of, holders thereof for value.

AND IT IS HEREBY FURTHER COVENANTED AND DECLARED, That all such bondsare issued and certified and delivered, or to be issued and certified and delivered, and the mortgaged premises andproperty are to be held by the Trustee, subject to the furthercovenants, conditions, uses and trusts in the Indenture, as supplemented bythis supplemental indenture, set forth, and it is agreed and covenanted by BGEand CCI with the Trustee and the respective holders from time to time of bondsissued under the Indenture as follows:

1.                     Pursuant to that certain Agreement RegardingTransfer of Nuclear Assets effective July 1, 2000, between BGE and CCI (the “TransferAgreement”), BGE has transferred and delivered to CCI all of its right, titleand interest in its nuclear generation assetsand its assets and properties used or held for use principally in connectionwith the operation of its nuclear generation assets as the same existed at thetime of transfer and as more particularly described in the TransferAgreement (the “Acquired Assets”). Pursuant to the Transfer Agreement, CCI hasacknowledged and agreed that the Acquired Assets transferred to it are subjectto the lien of the Indenture and has agreed to be bound to all of theprovisions of the Indenture applicable to it as owner of the Acquired Assets.

2.                     In addition to the lien of the Indentureattaching to the Acquired Assets, in accordance with the Transfer Agreement, italso will attach to any Repairs to, or Replacements of, the Acquired Assets. “Repairs”means repairs to the Acquired Assets necessary to keep them operational in thesame manner as they were at the time of transferand that cannot be removed or severed from an Acquired Asset without rendering

4

----

suchasset unfit for the purpose it was used for at the time of transfer. “Replacement”means an actual replacement of an Acquired Asset.

3.              CCI hereby grants asecurity interest in the Acquired Assets and any Repairs and Replacementsthereto, to the Trustee.

4.              The Trusteeacknowledges and agrees that the lien of the Indenture only attaches to theAcquired Assets transferred to CCI pursuant to the Transfer Agreement, and anyRepairs or Replacements thereto. Notwithstanding any other provisions in the Indenturethat may be to the contrary, the lien of the Indenture does not, and will not, attachto any other property, franchises or rights, real, personal or intangible ofCCI including, but not limited to, anyimprovements, additions, or new construction upon the land that do notconstitute Repairs or Replacements (the “Unsecured Property”), and the Trusteehereby releases from the lien of the Indenture any such Unsecured Property.

5.              The recitals of factcontained herein shall be taken as the statements of BGE and CCI and theTrustee assumes no responsibility for the correctness of the same. The Trusteemakes no representations to the value of the mortgaged property or any part thereof,or as to the title of BGE and CCI thereto, or as to the value or validity ofthe security afforded thereby and by the Indenture, or as to the value orvalidity of any securities at any time held under the Indenture, or as to thevalidity of this supplemental indenture or the Indenture or of the Bonds issuedthereunder, and the Trustee shall incur no responsibility, except as otherwiseprovided in the Indenture, in respect of such matters.

6.              If and to the extentthat any provision of this supplemental indenture limits, qualifies, orconflicts with another provision of the Indenture required to be includedtherein by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of1939, as amended, such required provisionshall control; provided, however, that nothing in this supplementalindenture contained shall be so construed as to relieve BGE or the Trustee ofany duty or obligation which it would otherwise have to any holder of any Bond heretofore issued under the Indenture, or soconstrued as to grant to the Trustee any rights as against any holder ofBonds heretofore issued under the Indenture not granted under said Indenture,and no provision in this supplemental indenture contained shall impair any of the rights of any holder of anyBond heretofore issued under the Indenture.

7.              All of the provisions of this supplementalindenture shall become effective July 1, 2000. This supplementalindenture and all the provisions hereof shall form a part of the Indenture andall references or mention in the Indenture to the Indenture or to any of theterms, provisions, covenants, conditions, uses or trusts thereof or therecitals or statements therein or to the recording, filing or refiling thereof,shall be applicable to the terms, provisions, covenants, conditions, uses andtrusts of, and the recitals and statements in, this supplemental indenture andthe Indenture as hereby amended and restated,and to the recording, filing and refiling thereof, as fully and with the sameforce and effect as if all the terms, provisions, covenants, conditions, usesand trusts of, and all the recitals and statements in, the Indenturewere herein again set forth at length and the

5

----

entireIndenture as hereby amended and restated were herein set forth at length as onenew instrument.

6

----

IN TESTIMONY WHEREOF, Baltimore Gas and ElectricCompany and Calvert Cliffs Nuclear Power Plant, Inc. have caused these presentsto be signed in their corporate name by their President or Vice-President; and the Bankers TrustCompany has also caused these presents to be signed in its corporate name byits President or a Vice-President; all as of the day and year first abovewritten.
|        | BALTIMORE GAS AND ELECTRICCOMPANY |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ David A. Brune |   |
|   |                              | Name: | David  A. Brune |
|   |                              | Title: | Vice President |
|        |                                   |  |  |  |

 

STATEOF MARYLAND, COUNTY OF BALTIMORE, TO WIT:

I HEREBY CERTIFY that on this 26th day of June, 2000, before me, thesubscriber, a Notary Public of the State of Maryland aforesaid, personallyappeared David A. Brune of Baltimore Gas and Electric Company, and on behalf ofthe said corporation did acknowledge the foregoing instrument to be the act anddeed of Baltimore Gas and Electric Company.

IN TESTIMONY whereof I have hereunto set my hand and Notarial Seal onthe day and year aforesaid.
|  |               |   |
|--|---------------|--------|
|  | Notary Public |

 

MyCommission Expires: 5/1/2002

7

----

 
|        | CALVERT CLIFFS NUCLEAR POWER  PLANT, INC. |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       | /s/ Robert E. Denton |   |
|   |                                      | Name: | Robert E. Denton |
|   |                                      | Title: | President |
|        |                                           |  |  |  |

 

STATEOF MARYLAND, COUNTY OF BALTIMORE, TO WIT:

I HEREBY CERTIFY that on this 26th day of June, 2000, before me, thesubscriber, a Notary Public of the State of Maryland aforesaid, personallyappeared Robert E. Denton of Calvert Cliffs Nuclear Power Plant, Inc., and onbehalf of the said corporation didacknowledge the foregoing instrument to be the act and deed of Calvert CliffsNuclear Power Plant, Inc.

IN TESTIMONY whereof I have hereunto set my hand and Notarial Seal onthe day and year aforesaid.
|  |               |   |
|--|---------------|--------|
|  | Notary Public |

 

My Commission Expires: 5/1/2002

8

----

 
|        | BANKERS TRUST COMPANY |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   | /s/ Jackie Bartnick |   |
|   |                  | Name: | Jackie  Bartnick |
|   |                  | Title: | Vice President |
|        |                       |  |  |  |

 
| STATE  OF NEW YORK: |   |
|---------------------|--------|
|                | } SS:  |
| COUNTY OF NEW YORK: |   |

 

I HEREBY CERTIFY, that on this 22nd day of June, 2000, before me, the subscriber, a Notary Public of the State of NewYork, in and for the County of New York aforesaid, personally appeared JackieBartnick, Vice President of Bankers Trust Company, and on behalf of the saidcorporation did acknowledge the foregoing instrumentto be the act and deed of Bankers Trust Company; and at the same time such VicePresident, for and on behalf of said corporation, made oath in due form of lawthat the consideration stated in theforegoing supplemental indenture is true and bona fide as therein set forth,and also that he is a Vice President and agent of the said Bankers TrustCompany, Trustee, grantee in the foregoing instrument and duly authorized tomake this affidavit.

IN TESTIMONY WHEREOF, I have hereunto set my handand Notarial Seal on theday and year aforesaid.
|  |               |   |
|--|---------------|--------|
|  | Notary Public |

 
| My  Commission Expires: | Tracy A. Salzmann                     |
|-------------------------|---------------------------------------|
|                    | Notary Public, State of  New York     |
|                    | Registration  #01SA6040727            |
|                    | Qualified In New York  County         |
|                    | My Commission Expires  April 24, 2002 |

 

9

----

**CERTIFICATE OF RESIDENCE**

Bankers Trust Company,Mortgagee and Trustee within named, hereby certifies that its precise residenceis 130 Liberty Street, in the Borough of Manhattan, in the City of New York, in the State of New York.
|        | BANKERS TRUST COMPANY |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   |  |   |
|   |                  | Title: Vice President |

 

10

----

**CERTIFICATE**

This is to certify that the foregoing instrument has been preparedunder my supervision. I am an attorney duly admitted to practice before theCourt of Appeals of Maryland.
|  | /s/ Donna M. Levy |   |
|--|-------------------|--------|
|  | Donna M. Levy     |

 

June26, 2000

11

----