Exhibit 3(h)          BY-LAWS   of   CONSTELLATION
ENERGY GROUP, INC.  Amended
as of February 22, 2008


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 750 East Pratt Street, Baltimore,
Maryland 21202. 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; provided, that the Annual Meeting of the stockholders for
the year 2008 shall be held on any date during the period June 30 through July 30,
2008, as determined 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 propertyupon
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 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.  1


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, notice in writing or by electronic transmission 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 notice of any meeting shall
be given not less than 10 ormore than 90 days before the date of the
meeting.  Notice is given to a
stockholder when it is personally delivered to him or her, left at his or her
residence or usual place of business, mailed to the stockholder or transmitted
to the stockholder by an electronic transmission to any address or number of
the stockholder at which the stockholder receives electronic
transmissions.  If the Corporation has
received a request from a stockholder that notice not be sent by electronic transmission,
the Corporation may not provide notice to that stockholder by electronic
transmission.  If mailed, 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 itsregistrar.  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 to a date that is more than 120
days after the original record date, or 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, a Vice President, or the Secretary.  The party calling the meeting to order shall
be chairman of the meeting.  The
Secretary of theCorporation, if present, shall act as secretary of
the meeting, unless some other person shall be appointed by the chairman of the
meeting 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;
provided, however, if the date of the Annual Meeting is more than 30 days
earlier or more than 60 days later than such anniversary date, notice by the
stockholder, to be timely, must be so delivered or received not more than 120
days prior to such annual meeting and not less than the later of 90 days prior
to such annual meeting or 10 days  2


following the
day on which public announcement of the date of such meeting is first
made.  Notices sent 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 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 constitutea 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, if required, in
accordance with the provisions of Section 4 of this Article II.  3


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.  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 GeneralCorporationLaw (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 in the manner described in Article III
of these by-laws.  Section 10. - Ownership of its Own Stock.  Shares of stock of the
Corporation held by another corporation or business entity, if a majority of
the shares or similar ownership interest entitled to vote in the election of
directors or similar oversight persons of such other corporation or business
entity 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  4


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.  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 to 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
Corporation shall have at least seven Directors (subject to the first sentence
of Section 3 of this Article III); provided that the Board of
Directors may alter the number of Directors from time to time so long as such
number does not exceed 20.  Any
alteration in the number of Directors will not affect the tenure of office of
any Director.  Each
Directorwillstand for
election at each Annual Meeting of the stockholders.  Directors shall hold office until the next
Annual Meeting and until their successors are elected and qualified, or until
their earlier resignation or removal.  A
Director shall be elected by a majority of the votes cast with respect to the
Director at any meeting for the election of Directors at which a quorum is
present; provided that, if the number of nominees exceeds the number of
Directors to be elected, the Directors shall be elected by the vote of a
plurality of all votes cast for the election of Directors at the meeting.  For purposes of this Article III, a
majority of the votes cast with respect to a Director means that the number of
votes cast for a Director must exceed the number of votes cast against that
Director.  Section 3. - Vacancies.  If for any reason any of
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.  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 until the next Annual Meeting of the stockholders 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.  5


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 orbusiness
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, if any, 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.  The Chairman of the Board
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 is not present
at any meeting, a majority of the Directors present may adjourn to any time and
place they may see fit.  Section 8. - Committees.  The Board is authorized
to appoint from among its members, an audit committee, a compensation
committee, and a nominating and corporate governance committee, and 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 leastoneDirector, except for the audit committee which shall
have, at a minimum, the number of members required by applicable law or stock
exchange listing standards.  The
Directors shall annually elect from among their number members for each
committee established.  The members of
the committees shall hold their offices for one year and until their successors
are elected and qualified, or until their earlier resignation or removal.  All vacancies in said committees shall be
filled by the Board.  The purposes and
authority of each committee shall be as set forth in applicable law, board
resolution or committee charter.  Any
such charter shall be approved annually by the Board.  Section 9. - 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.  6


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
any 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 from time to time
such other Officers and Assistant Officers as they may deem necessary for the
conduct of the business and affairs of the Corporation, or the Board
by resolution may authorize the Chief Executive Officer to designate and
appoint from time to time such other Officers and Assistant Officers as he or
she 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, ifsuchinstrument 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.  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.  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.  7


(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 and
Assistant Officers as are appointed by the Board, or the Chief Executive
Officer if authorized by the Board pursuant to Section 1 above, 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 or Assistant
Officer elected by the Board may be removed by the Board in its sole
judgment.  Any Officer or Assistant
Officer appointed by the Chief Executive Officer may be removed by the Chief
Executive Officer in his or her sole judgment. 
In case of removal, the salary of such Officer or Assistant Officer
shall cease.  Removal shall be without
prejudice to the contractual rights, if any, of the person so removed, but
election or appointment of an Officer or Assistant Officer shall not of itself
create contractual rights.  Each Officer or Assistant
Officer shall hold office until his or her successor is elected and qualified
or appointed, or until his or her earlier removal or resignation.  Any vacancy occurring in
any office of the Corporation shall be filled by the Board, or by the Chief
Executive Officer if authorized by the Board pursuant to Section 1 above,
and the Officer or Assistant Officer so elected or appointed 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 or appointed.  In any event of absence
or temporary disability of any Officer or Assistant Officer of the Corporation,
the Board, or the Chief Executive Officer if authorized by the Board pursuant
to Section 1 above, 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 of the Board, 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  8


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.  ARTICLE V  INDEMNIFICATION OF
DIRECTORS AND OFFICERS  Section 1. - Procedure.  The
Corporation shall indemnify any present or former Director or Officer of the
Corporation and each director or elected officer of any direct or indirect
wholly-owned subsidiary of the Corporation who is made, or threatened to be
made, a party to a proceeding by reason of his or her service in that capacity
or by reason of service, while a Director or Officer of the Corporation and at
the request of the Corporation, as a director or officer of another
corporation, partnership, trust, employee benefit plan or other enterprise, and
the Corporation shall pay or reimburse reasonable expenses incurred in advance
of final disposition of the proceeding, in each case to the fullest extent
permitted by the laws of the State of Maryland. 
The Corporation may indemnify, and advance reasonable expenses to, other
employees and agents of the Corporation and employees and agents of any
subsidiary of the Corporation to the extent authorized by the Board of
Directors.  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.  9


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. 
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.  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 shallmaintain
a stock record containing the names and addresses of all stockholders and the
numbers of shares of each class held by each stockholder.The
stock record may be in written form or in any other form which can be converted
within a reasonable time into written form for visual inspection.  The original or a duplicate of the stock
record shall be kept at the offices of a transfer agent for a particular class
of stock, or, if none, at the principal office of the Corporation.  The stock record may be in written form or in
any other form which can be converted within a reasonable time into written
form for visual inspection.  The original
or a duplicate of the stock record shall be kept at the offices of a transfer
agent for a particular class of stock, or, if none, at the principal office of
the Corporation.  10


ARTICLE VII  EMERGENCY GOVERNANCE  Section 1.-Emergency Bylaws.  In
case of an attack on the United States or on a locality in which the
Corporation conducts its business or customarily holds meetings of the Board or
the stockholders, or during any nuclear or atomic disaster, or during the
existence of any catastrophe, or other similar emergency condition, as a result
of which a quorum of the Board cannot readily be convened for action in
accordance with the provisions of the by-laws, the business and affairs of the
Corporation shall be managed by or under the direction of an Emergency
Committee during such emergency.  Upon
termination of such emergency the Emergency Committee shall cease to be
operative unless and until another such emergency shall occur.  The
Emergency Committee shall consist of those persons who are Directors at the
time of the Emergency and who are present or available at the Emergency
Corporate Headquarters or able and willing to meet in accordance with Section 6
of Article III of the by-laws. 
Three persons shall constitute a quorum for the transaction of business
at any meeting of the Emergency Committee; provided that, if the Emergency
Committee shall have fewer than three members, all members shall be present in
order to constitute a quorum.  If at
least one Director is so serving, the Emergency Committee shall have all the
powers of the Board of Directors for the duration of the emergency, except for
such powers as may not by law be delegated to a committee.  If
there are no such Directors present or available at the Emergency Corporate
Headquarters or able to meet in accordance with Section 6 of Article III
of the by-laws, the function and duties of the Emergency Committee shall be
fulfilled by an Emergency Management Team until such time as an Emergency
Committee can be constituted.  The
Emergency Management Team shall consist of the three highest-ranking Officers
or employees of the Corporation present or available and any other persons
appointed by them.  Priority in equally
ranked employees will be determined by seniority of first election to that
office, or if two or more shall have been first elected to such offices on the
same day, in the order of their seniority in age.  The Emergency Management Team may adopt rules of
procedure for conducting its business as it believes are reasonable and
practicable under the circumstances.  At
such time as it is practicable to do so, the Emergency Management Team shall
call a meeting of stockholders for the purpose of electing Directors.  Section 2.-Meetings.  During
any such emergency, a meeting of the Emergency Committee may be called by any
member thereof.  Notice of the time and
place of the meeting shall be given by any available means of communication by
the person calling the meeting to such of the Directors as it may be feasible
to reach.  Such notice shall be given at
such time in advance of the meeting as, in the judgment of the person calling
the meeting, circumstances permit.  As a
result of any emergency, the Emergency Committee may determine that a meeting
ofstockholdersnot be held at
any place, but instead be held solely by means of remote communication.  Section 3.
- Power.  TheEmergencyCommittee will
not be bound by any requirement of the by-laws which a majority of the
Emergency Committee believes is impracticable under the circumstances.  The Emergency Committee in all cases shall
act by majority vote.  TheEmergencyCommittee
during such emergency, may, effective in the emergency, change the principal
office or designate several alternative principal officer or regional offices,
or authorize the Officers to do so. 
Unless and until the Emergency Committee shall designate another office,
the principal office of the Corporation in the State of Maryland shall be the
Emergency Corporate Headquarters.  11


No
Officer, Director or employee shall be liable for any action taken in good
faith in accordance with the provisions of this Article VII.  ARTICLE VIII  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, andnew 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 stockholders, duly called, by a vote of two-thirds of the
stockholders 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 3-804(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, 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.  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.   12