Exhibit 3
ARTICLES SUPPLEMENTARY TO THE CHARTER
OF BALTIMORE GAS AND ELECTRIC COMPANY
BALTIMORE GAS AND ELECTRIC COMPANY, a Maryland
corporation (the "corporation") having its principal office in
Baltimore City, Maryland, hereby certifies that:
FIRST: The Board of Directors of the corporation on
September 17, 1993 and its Executive Committee on September 5,
1995, acting pursuant to the power contained in paragraph 18 of
the Charter of the corporation, classified 600,000 shares of the
authorized but unissued preference stock into a series of
preference stock to be designated as 6.99% Cumulative Preference
Stock, 1995 Series ($100 par value).
SECOND: The preferences, rights, voting powers,
restrictions, and qualifications of the authorized preference
stock are set forth in the Charter of the corporation, as
restated. The following is a further description of the 6.99%
Cumulative Preference Stock, 1995 Series ($100 par value),
containing the preferences, restrictions, limitations as to
dividends, qualifications thereof, and the times and prices of
redemption thereof, as fixed by the Board of Directors and its
Executive Committee:
"32.(a). The 6.99% Cumulative Preference Stock, 1995
Series ($100 par value), shall entitle the holders thereof to
receive, when and as declared, from the surplus or net profits of
the corporation remaining after the preferential dividend
requirements for the outstanding preferred stock have been
provided for, yearly dividends at the rate of six and ninety-nine
hundredths per cent per annum and no more, payable quarterly on
the first days of January, April, July, and October in each year
commencing October 1, 1995. The dividends on the 6.99%
Cumulative Preference Stock, 1995 Series ($100 par value), shall
be cumulative and shall be payable before any dividend on the
common stock shall be paid or set apart; so that, if in any year
or years dividends amounting to six and ninety-nine hundredths
per cent shall not have been paid thereon, the deficiency shall
be payable before any dividends shall be paid upon or set apart
for the common stock. Dividends on the 6.99% Cumulative
Preference Stock, 1995 Series ($100 par value), will accrue from
and include September 7, 1995.
(b). The 6.99% Cumulative Preference Stock, 1995
Series ($100 par value), or any portion thereof, may whenever the
Board of Directors shall so determine, be redeemed by the payment
to the holders thereof of the sum hereinafter specified as the
redemption price at the time of redemption, in cash, for each
share thereof, together with all accrued dividends. The
applicable redemption prices shall be:
Twelve Month Period Redemption Price
Beginning October 1, Per Share
2005 $ 103.50
2006 103.15
2007 102.80
2008 102.45
2009 102.10
2010 101.75
2011 101.40
2012 101.05
2013 100.70
2014 100.35
2015 and thereafter 100.00
provided, however, that prior to October 1, 2005, the corporation
will not redeem any shares of the 6.99% Cumulative Preference
Stock, 1995 Series ($100 par value). In case less than all of
the preference stock of this series at the time being
outstanding is so redeemed, the shares to be redeemed shall be,
as nearly as is reasonably practicable without creating
fractional shares, a proportionate part of the holdings of each
holder of preference stock of this series, or shall be selected,
in whole or in part, by lot. At least thirty (30) days' written
notice of the election of the corporation to redeem the
preference stock of this series (or any part thereof, in which
case the notice shall specify the particular shares to be
redeemed) shall be given to each holder of the preference stock
of this series so to be redeemed by mailing the same, postage
prepaid, and addressed to him at his address as it appears upon
the books of the corporation. When such notice shall have been
so given and the funds for payment of the redemption price plus
accrued dividends shall have been provided and set apart, the
dividends on the shares of preference stock of this series so
called for redemption and all other rights of the holders
thereof, except the right to receive the redemption price plus
accrued dividends, shall cease."
THIRD: The Board of Directors of the corporation on
September 17, 1993, and its Executive Committee on September 5,
1995, duly adopted resolutions classifying the said 600,000
shares of the authorized but unissued preference stock into
600,000 shares of 6.99% Cumulative Preference Stock, 1995 Series
($100 par value), setting forth the foregoing description of such
shares as classified, and authorizing the execution and filing of
these Articles Supplementary to the Charter of this corporation.
FOURTH: Such shares have been duly classified by the
Board of Directors of the corporation and its Executive Committee
pursuant to authority contained in the Charter of the
corporation.
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IN WITNESS WHEREOF, Baltimore Gas and Electric Company
has caused these Articles Supplementary to its Charter to be
signed in its name and on its behalf by its President, or one of
its Vice Presidents, and its corporate seal to be hereto affixed,
duly attested by its Secretary, or one of its Assistant
Secretaries, on September 5, 1995.
BALTIMORE GAS AND ELECTRIC COMPANY
By:__/s/ E. A. Crooke______________
President
BALTIMORE GAS AND
SEAL: ELECTRIC COMPANY,
INCORPORATED
JUNE 20, 1906
Attest: _/s/ R. M. Bange, Jr.________
Assistant Secretary
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STATE OF MARYLAND:
} SS:
COUNTY OF BALTIMORE:
I HEREBY CERTIFY that on September 5, 1995, before me,
the subscriber, a Notary Public of the State of Maryland, in and
for the County of Baltimore, personally appeared E. A. Crooke,
President of Baltimore Gas and Electric Company, a Maryland
corporation, and in the name and on behalf of said corporation,
acknowledged the foregoing Articles Supplementary to its Charter
to be the corporate act of said corporation and at the same time
personally appeared R. M. Bange, Jr., and made oath in due form
of law that he is a duly elected Assistant Secretary of said
corporation and he verified the matters and facts with respect to
authorization and approval that are set forth in said Articles
Supplementary.
AS WITNESS my hand and notarial seal the day and year
first above written.
___/s/_Ann M. Patek_______
Notary Public
My commission expires: 1/29/96
SEAL: NOTARY PUBLIC
BALTIMORE, MD
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