Common use of Redemption at Option of the Company Clause in Contracts

Redemption at Option of the Company. (a) The Company, at its option, may, on or after February 23, 2001, redeem at any time all, or from time to time any portion, of the Preferred Stock on any date set by the Board of Directors, at a cash price equal to $1,100.00 per share plus, in each case, an amount per share in cash equal to all dividends on the Preferred Stock accumulated and unpaid on such share, whether or not declared, to the date fixed for redemption (such sum being hereinafter referred to as the "Redemption Price"). In case of the redemption of less than all of the then outstanding Preferred Stock, the Company shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed, or shall effect such redemption pro rata. Notwithstanding the foregoing, the Company shall not redeem less than all of the Preferred Stock at any time outstanding until all dividends accumulated and in arrears upon all Preferred Stock then outstanding shall have been paid for all past dividend periods. Not more than 60 nor less than 30 days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Preferred Stock to be redeemed, addressed to such shareholders at their last addresses as shown on the stock books of the Company. Each such notice of redemption shall specify the date fixed for redemption; the redemption price; the place or places of payment; the then-effective Conversion Rate (as defined in Section 7); that the right of holders of Preferred Stock called for redemption to exercise their conversion right pursuant to Section 7 shall expire as to such shares at the close of business on the date fixed for redemption (provided that there is no default in payment of the Redemption Price); that payment of the Redemption Price will be made upon presentation and surrender of certificates representing the shares of Preferred Stock; that accumulated but unpaid dividends to the date fixed for redemption will be paid on the date fixed for redemption; that accumulated but unpaid dividends will not be paid in the case of a conversion of Preferred Stock; and that on and after the redemption date, dividends will cease to accumulate on such shares.

Redemption at Option of the Company. (a) The Company, at its option, may, on Company may redeem all or after February 23, 2001, redeem any portion of this Debenture at any time all, without premium or from time to time any portion, of the Preferred Stock on any date set by the Board of Directors, at a cash price equal to $1,100.00 per share plus, in each case, an amount per share in cash equal to all dividends on the Preferred Stock accumulated and unpaid on such share, whether or penalty upon not declared, less than 30 days' notice to the date fixed for redemption (holder of this Debenture of such sum being hereinafter referred to as redemption, stating the "Redemption Price"). In case principal amount of the redemption of less than all of the then outstanding Preferred Stock, the Company shall designate by lot, or in such other manner as the Board of Directors may determine, the shares this Debenture to be redeemed, or shall effect such the redemption pro rata. Notwithstanding price and designation of the foregoingredemption date (the "Redemption Date"); provided, however, that the Company shall not have the right to redeem less than all any Debentures unless a registration statement covering the shares of Common Stock issuable upon conversion of this Debenture is in effect. Notwithstanding such notice, the Preferred Stock at any time outstanding holder hereof shall be entitled to convert this Debenture in accordance with Section 5 hereof up until all dividends accumulated and in arrears upon all Preferred Stock then outstanding shall have been paid for all past dividend periods. Not more than 60 nor less than 30 days 5 Business Days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Preferred Stock to be redeemed, addressed to such shareholders at their last addresses as shown on the stock books of the CompanyRedemption Date. Each such Once a notice of redemption for this Debenture is mailed, this Debenture becomes due and payable on the Redemption Date (unless previously converted in accordance with the provisions hereof). On and after such Redemption Date, interest on this Debenture or the applicable portion hereof, shall specify cease to accrue. All rights of the date fixed for redemption; the redemption price; the place or places holder as a holder of payment; the then-effective Conversion Rate (as defined in Section 7); that the right of holders of Preferred Stock called for redemption this Debenture shall cease immediately prior to exercise their conversion right pursuant to Section 7 shall expire as to such shares at the close of business on the date fixed Redemption Date (except for the right of the holder to receive the redemption price and the accrued interest to the Redemption Date), whether or not this Debenture is timely surrendered to the Company, provided, that sufficient funds to pay the redemption price (and accrued interest to the Redemption Date) of this Debenture have been placed in a separate account for that purpose (which funds can be commingled with funds being used to redeem other Debentures issued pursuant to the Agreement). Promptly after surrender of this Debenture, or portion thereof, for redemption, the Company shall deliver or cause to be delivered to the holder of this Debenture at his or her last address appearing on the Company's books and records, the redemption price. Upon surrender of this Debenture, this Debenture or the redeemed portion hereof shall be canceled, provided that there is no default in payment of the Redemption Price); that payment of the Redemption Price will be made upon presentation and surrender of certificates representing the shares of Preferred Stock; that accumulated but unpaid dividends to the date fixed for redemption will be paid on the date fixed for redemption; that accumulated but unpaid dividends will not be paid in the case of a conversion of Preferred Stock; and that on and after the redemption date, dividends will cease to accumulate on such shares.if this Debenture is

Redemption at Option of the Company. (a) The Company, at its option, may, on or after February 23, 2001, redeem at any time all, or from time to time any portion, During the 6 month period following Purchaser’s exercise of the Limited Due Diligence Termination Right, the Company shall have the right to redeem the Series A Preferred Stock on any date set by the Board of Directors, at a cash an aggregate redemption price equal to $1,100.00 per share plusthe Liquidation Preference of the Series A Preferred Stock. Voting Rights Except as set forth below, in each case, an amount per share in cash equal to all dividends on the holders of Series A Preferred Stock accumulated and unpaid would not be entitled to vote on such share, whether or not declared, any matters presented to the date fixed for redemption (such sum being hereinafter referred to as holders of Common Stock. Without the "Redemption Price")approval of the holders of a majority of the outstanding shares of Series A Preferred Stock, the Company would not, and would not permit any subsidiary to: 1. In in the case of the redemption of less than all Company, alter or amend the preferences, privileges or rights of the then Series A Preferred Stock or create any class of shares senior to or pari passu with the Series A Preferred Stock in any respect; 2. liquidate or dissolve or file a voluntary petition for bankruptcy or adopt any plan for any of the foregoing; 3. amend the Company’s or any subsidiary’s Charter or Bylaws or equivalent organizational documents; 4. increase the amount of the Company’s regular quarterly cash dividend, pay any special dividend or distribution or otherwise repurchase or redeem any equity securities, other than as required by the terms of equity securities outstanding on the date of issuance of the Series A Preferred Stock or in the case of the Company, authorize or issue any shares of capital having a right to dividends (other than Common Stock) or redemption; 5. permit the Company or any of its subsidiaries to incur any indebtedness for borrowed money, other than the incurrence by the Company of senior unsecured debt ranking pari passu with the Company’s existing senior unsecured debt in the ordinary course of business consistent with past practice and the Company’s current business plan and Baltimore Gas & Electric Company (“BGE”) may issue new debt consistent with both its past practices and regulatory approvals; 6. take any action that require common shareholder approval if the dividend has not been paid for two consecutive quarters, excluding the election of directors and the ratification of the Company’s independent auditors; or 7. other mutually agreed covenants. Adjustments The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be appropriately adjusted to give effect to any stock split, recapitalization, stock dividend or similar event. Information Rights: At any time that the Company is not required to file periodic reports with the SEC, the Company would be required to provide the Purchaser the following information: 1. consolidated unaudited monthly financial statements prepared in accordance with US GAAP (including an income statement, balance sheet, and cash flow statement, with comparisons to budget and prior year) within 30 days of month-end, consolidated unaudited quarterly financial statements prepared in accordance with US GAAP (including an income statement, balance sheet, and cash flow statement, with comparisons to budget and prior year) within 30 days of quarter-end, and annual consolidated audited financial statements within 90 days of fiscal year-end (certified by a “Big 4” accounting firm); 2. customary notices of material events (e.g., litigation, etc.); and 3. such other information and access as the Investors may reasonably request. Registration Rights: At the expense of the Company, the Purchaser would have the following demand and piggyback registration rights as to the Series A Preferred Stock (and the securities issuable upon conversion thereof): up to two (2) demand rights, unlimited S-3 registrations; and unlimited piggyback rights; standard underwriting control arrangements and lockup. Contemporaneously with the issuance of the Common Stock upon conversion of the Series A Preferred Stock, the Company shall designate by lotfile and as promptly as practicable thereafter have declared effective, a resale registration statement on Form S-3 (or in such other manner any successor form). Board of Directors; Board Observer: For so long as the Purchaser or its affiliates owns at least 33.3% of the shares of Series A Preferred Stock originally issued to it or 50% of the shares of Common Stock issued to Purchaser or its affiliates upon conversion of the Series A Preferred Stock, the Purchaser shall have the right to nominate to the Board of Directors may determineone individual to the Board of Directors. The size of the board will be increased as necessary to provide for the foregoing board seat, and the individual designated by the Purchaser will be appointed to the Board of Directors to occupy such seat. So long as the Purchaser is entitled to nominate one member to the Board of Directors, such nominee would have the right to be a member of each committee of the Board of Directors established from time to time, subject to the terms of applicable law. The Board of Directors shall take all necessary actions to cause the Purchaser nominee to be appointed to the Board of Directors. If the Purchaser chooses not to exercise its right to nominate a member to the Board of Directors, the shares Purchaser shall have the right to be redeemeddesignate one person as an observer, or shall effect such redemption pro rata. Notwithstanding which person would have the foregoingright to attend and participate in all meetings of, and receive all material distributed to, the Company shall not redeem less than all Board of the Preferred Stock at any time outstanding until all dividends accumulated and in arrears upon all Preferred Stock then outstanding shall have been paid for all past dividend periodsDirectors, subject to customary exceptions. Not more than 60 nor less than 30 days prior Observer rights extend to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Preferred Stock to be redeemed, addressed to such shareholders at their last addresses as shown on the stock books of the Company. Each such notice of redemption shall specify the date fixed for redemption; the redemption price; the place or places of payment; the then-effective Conversion Rate (as defined in Section 7); that the right of holders of Preferred Stock called for redemption to exercise their conversion right pursuant to Section 7 shall expire as to such shares at the close of business on the date fixed for redemption (provided that there is no default in payment of the Redemption Price); that payment of the Redemption Price will be made upon presentation and surrender of certificates representing the shares of Preferred Stock; that accumulated but unpaid dividends to the date fixed for redemption will be paid on the date fixed for redemption; that accumulated but unpaid dividends will not be paid in the case of a conversion of Preferred Stock; and that on and after the redemption date, dividends will cease to accumulate on such sharescommittees.